2014 Reference Form - Version 13

BM&FBOVESPA S.A.
Bolsa de Valores, Mercadorias e Futuros
The Brazilian Securities, Commodities and Futures Exchange
Reference Form
2014
Version 13 July 06, 2015.

Free translation of the original filed in Portuguese
2014 Reference Form BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
TABLE OF CONTENTS
1.
PERSONS RESPONSIBLE FOR THE REFERENCE FORM ........................................ 3
2.
INDEPENDENT AUDITORS ................................................................................... 3
3.
SELECTED FINANCIAL AND OPERATING INFORMATION .................................... 3
4.
RISK FACTORS ..................................................................................................... 7
5.
MARKET RISKS ................................................................................................... 27
6.
COMPANY HISTORY ........................................................................................... 29
7.
BUSINESS ........................................................................................................... 32
8.
ECONOMIC GROUP............................................................................................. 47
9.
MATERIAL ASSETS ............................................................................................. 48
10. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS .......................................................................................... 56
11.
PROJECTIONS .................................................................................................... 73
12.
SHAREHOLDERS MEETING; MANAGEMENT ...................................................... 75
13.
MANAGEMENT COMPENSATION ........................................................................ 90
14.
HUMAN RESOURCES ........................................................................................110
15.
CONTROLLING OWNERSHIP ............................................................................112
16.
RELATED PARTY TRANSACTIONS ....................................................................113
17.
CAPITAL STOCK................................................................................................116
18.
SECURITIES INFORMATION ............................................................................117
19.
BUYBACK PROGRAMS; TREASURY STOCK .......................................................120
20.
SECURITIES TRADING POLICY ........................................................................122
21.
DISCLOSURE POLICY .......................................................................................123
22.
EXTRAORDINARY TRANSACTIONS ..................................................................124
1. PERSONS RESPONSIBLE FOR THE REFERENCE FORM

1.1.
Statements and identification of the persons responsible for this form.
Officer responsible for the information provided in this Form: Edemir Pinto
Title: Chief Executive Officer
Officer responsible for the information provided in this Form: Daniel Sonder
Title: Investor Relations Officer
The above identified executive officers hereby represent to:

(a) have reviewed this Reference Form;
(b) find the information contained herein meets the requirements of Brazilian Securities Commission (CVM) Ruling No. 480, in
particular those that are set forth under articles 14 through 19 thereof; and
(c) find the totality of the information provided herein is truthful, accurate and complete, and fairly presents the financial
condition and results of operations of our Company, including as to risks inherent in our business and our issued and
outstanding securities.
2. INDEPENDENT AUDITORS
2.1 and 2.2.
Information regarding the independent auditors

Years ended December 31, 2011 and 2012
CVM Code : 287-9 / Audit Firm Name : PricewaterhouseCoopers Auditores Independentes / Taxpayer ID (CNPJ) 61.562.112/0001-20
Beginning of the service contract : January 2, 2010 / End of the service contract: December 31, 2012
Lead auditor : Luiz Antonio Fossa (Taxpayer ID (CPF): 052.348.068-71)
Office address : Avenida Francisco Matarazzo 1400, 9 th10 th and 13 th-17 th floors, Downtown, So Paulo, SP, Brazil
Postal Code (CEP) 05001-100
Phone number +55 11 3674-2000 Fax number +55 11 3674-2030 Email address : [email protected]
Description of agreed services : auditing of annual financial statements; review of quarterly financial reports; other audit-related
services.
Total compensation for independent audit services : total compensation in 2012 auditing services: R$1,562 thousand
Replacement justification : Refer to item 2.3 of this form
Reasons of the auditors in case of disagreement with the reasons of the issuer to replace the auditors : Not applicable
Year ending December 31, 2013
CVM Code : 471-5 / Audit Firm Name : Ernst & Young Auditores Independentes S.S. / Taxpayer ID (CNPJ) 61.366.936/0001-25
Beginning of the service contract : February 21, 2013 / End of the service contract: Lead auditor : Flvio Serpejante Peppe (Taxpayer ID (CPF): 125.090.248-76)
Office address : Avenida Presidente Juscelino Kubitschek 1,830, Tower II, 5 th floor, district of Itaim Bibi, So Paulo, SP, Brazil
Postal Code (CEP) 04543-900

Phone number +55 11 2573-3213 Fax number +55 11 2573-4901 Email address : [email protected]
Description of agreed services : auditing of annual financial statements; review of quarterly financial reports; other audit-related
services.
Total compensation for independent audit services : Total in 2013 - Accounting Audit: R$1,403 thousand
Replacement justification : Refer to item 2.3 of this form
Reasons of the auditors in case of disagreement with the reasons of the issuer to replace the auditors : Not applicable
2.3.
Other material information
On March 4, 2013, we released a Notice to the Market announcing the hiring of the independent audit firm of Ernst&Young
Auditores Independentes S.S. as our independent auditors, in lieu of PricewaterhouseCoopers Auditores Independentes.
Ernst&Young Auditores Independentes started providing services to us from year 2013. This move aimed to fulfill the provision
under article 31 of CVM Ruling 308/99, as amended, which requires a rotation of the independent auditors. While we
understand that under the abovementioned provision we would be permitted to adopt a 10-year rotation policy, our Company
has elected to implement a 5-year rotation policy, as we believe this is in line with the better recommended practices.
3. SELECTED FINANCIAL AND OPERATING INFORMATION

3.1.
Consolidated financial statements

2013
(in R$ thousands)
2012
(in R$ thousands)
2011
(in R$ thousands)
19,298,892
19,413,882
25,896,659
24,147,114
2,131,795
2,064,750
1,687,535
1,659,791
19,257,491
23,589,922
1,904,684
1,588,210
Shareholders equity
Total assets .
Net revenues
Gross income
Net income
Number of shares issued and outstanding,
not including treasury stock..
1,080,947
1,074,256
1,048,529
(in number of shares)
1,927,991,988
1,893,582,856
1,931,572,495
Shareholders equity per share .
(in Brazilian reais)

10,191734

10,050817
Earnings per share ..

Basic earnings per share..
Diluted earnings per share..
0,563638
0,562158
9,988366
0,537789
0,536588
0,556512
0,555066
2010
3.2.
2009
Non-GAAP financial measures
Our operating income for 2013 amounted to R$1,334,635 thousand, a 2.5% year-over-year rise from R$1,301,670 thousand in
the prior year. Likewise, the operating margin (EBITDA divided by net income) decreased to 62.6% from 63.0% one year ago.
2013
(in R$ thousands)
2,131,795
-797,160
1,334,635
Net revenues
Expenses
Operating income
Operating Margin
62.6%
2012
(in R$ thousands)
2,064,750
-763,080
1,301,670
63.0%
Variation
(%)
3.2%
4.5%
2.5%
-0.4 bps
Operating income and margin information is developed by us as a measure of our operating performance. Management
believes operating income and margin information gives a deeper understanding of our operating performance and allows
for better comparability with other companies which operate in the same industry as ours.
3.3.
Subsequent events.
Our consolidated financial statements as of and for the year ended December 31, 2013, were approved at a board of directors
meeting held on February 13, 2014.
At a meeting held on February 13, 2014, our board of directors declared additional dividends out of net income for the year
ended December 31, 2013, in the amount of R$145,703 thousand, which action our shareholders approved at the annual
meeting held on March 24, 2014.
BM&FBOVESPA concluded the shares buyback program approved by the board of directors meeting held on June 25, 2013,
through the buyback of 36,950,000 shares (61.58% of the total estimated) in the amount of R$370,418 thousand between
January 1st and 29th, 2014, respecting the blackout period in accordance with CVM Instruction 358, which summed with the
acquisitions carried out, totaled the buyback of 100% of the maximum acquisition of shares.
3.4.
Dividend and cash distributions policy

Topic
Rules on earnings
retention
Years ended December 31, 2013, 2012 and 2011

From net income for the year, as determined after the deductions set forth in article 55 of our
Bylaws, we make the following allocations, as applicable:
(a) 5%
allocation to the legal reserve, up to a legally prescribed limit;
(b) the remainder, as adjusted by allocations to contingency reserve or reversal thereof, as
the case may be, is allocated to the mandatory annual dividend to shareholders, and any
balance then outstanding is allocated to a bylaws reserve which we may use for investments
and for allocations to safeguard mechanisms adopted to ensure transactions executed or
registered in our trading, registration and securities lending systems are properly cleared and
settled;
(c) however, the amount allocated to our bylaws reserve pursuant to item (b) above must not
exceed the amount of our capital stock;
(d) If our board of directors deems the bylaws reserve (item (b) above) sufficient to meet our
investment and safeguard requirements, it may propose (to the shareholders meeting) ( 1 ) that
we allocate to the bylaws reserve less than the portion required under the bylaws (item (b)
above); and/or ( 2 ) a reversal of part of the bylaws reserve for distribution to shareholders in
the form of dividends; and
(e) after meeting the allocation requirements set forth in paragraph 1 of article 54 of the
bylaws, the shareholders meeting may decide to retain that portion of net income for the year
which is forecast in a capital expenditure budget approved pursuant to Article 196 of Brazilian
Corporate Law.
We were not required to make any net income allocations to the legal reserve based on earnings
ascertained for the years ended December 31, 2011, 2012 and 2013, because at each of these
dates the amount of our legal reserve plus our capital reserves exceeded 30% of our capital stock
amount, thereby dispensing with the otherwise required allocation.
Topic
Years ended December 31, 2013, 2012 and 2011
Amount of profit
retentions
No earnings have been retained, nor allocations to the bylaws reserve made out of net income for
the year ended December 31, 2012.
Earnings retained based on allocations to our bylaws reserves out of net income for the year
ended December 31, 2011, amounted to R$135,726 thousand and for the year ended December
31, 2013, amounted to R$216,303.8 thousand. Allocations to bylaws reserves are typically
designed to fund our future investments and the safeguard schemes we established in connection
with our role as central counterparty clearing house.
Rules on dividend
distributions
Under our Bylaws, shareholders are assured a mandatory distribution of dividends and interest
on shareholders equity in the aggregate corresponding at least to 25% of the net income for
the year, as adjusted pursuant to the corporate legislation . However, consistent with Brazilian
Corporate Law, this mandatory distribution may be suspended in any particular year in which
our board of directors reports to our annual shareholders meeting that the distribution would
be inadvisable given our financial condition.
In the years ended December 31, 2011, 2012 and 2013, we distributed 87%, 100% and 80% of
our yearly GAAP net income, respectively.
Dividend distribution
frequency
Dividends are distributed pursuant to a decision of the annual shareholders meeting, which
typically takes place between March and April. However, our board of directors may decide (a) to
declare dividends based on income determined in semi-annual financial statements; (b) to declare
dividends based on income determined in interim financial statements drawn up for shorter
periods, provided the total dividends paid in any given six-month period must not exceed the
amounts accounted for as capital reserves (Brazilian Corporate Law, Article 182, paragraph 1); (c)
to distribute interim dividends based on retained earnings determined in the most recent annual or
semi-annual financial statements; and (d) to decide to pay interest on shareholders equity to
shareholders, as often as it may deem fit, which in any event may be computed as part of the
mandatory dividends we are required to distribute.
In the three most recent years, we adopted the policy of declaring dividends and/or interest on
shareholders equity following the end of each quarter, and have on occasion declared payouts at
even shorter periods.
Restrictions on dividend
distributions, mandated by
law or special regulation
applicable to the issuer, or
otherwise required under
agreements, arbitration
awards or decisions issued
by a court of law or
administrative court
Under Brazilian Corporate Law we are permitted to suspend the distribution of the mandatory
dividend contemplated in item (i) of paragraph 1 of article 55 of our Bylaws in any year in which
our board of directors reports to the annual shareholders meeting that the distribution would be
inadvisable given our financial condition. In this case, the fiscal council, if active, should review
the matter and issue an opinion on the matter. Moreover, within five days after the date of the
shareholders meeting, Management would be required to file justification with the CVM. Net
income not distributed on account of a suspension (paragraph 5 of article 5 5 of our Bylaws) must
be allocated to a separate special reserve and, if not absorbed by subsequent losses, is required to
be distributed as dividends as soon as our financial condition should permit it.
3.5.
Summary of distributions of net income and retained earnings.

2013
2012
2011
(in R$ thousands, unless otherwise indicated)
Adjusted net income (for distribution purposes)
1,081,516
1,074,290
1,047,999
865,213
1,074,290
912,273
80.0%
100.0%
87.0%
Distributions by kind and class of shares
See the table below
See the table below
See the table below
Distribution payment dates
See the table below
See the table below
See the table below
5.6%
5.5%
5.4%
216,303
135,726
ASM - March 27,

2012
Dividend distributions
Distributions, as a percentage of adjusted net income (%)
Rate of return on shareholders equity ROE (%)

Retained earnings
Date of retention approval
Cash Distributions
ASM - March 24, 2014
Type of shares
Distribution
payment dates
Gross distribution
per share
(in R$)
Total gross
distribution
(in R$ thousands)
Interest on shareholders equity
common stock
March 10, 2011
0.025461
50,000
common stock
July 05, 2011
0.051128
100,000
Dividends
common stock
July 05, 2011
0.034054
66,605
Dividends
common stock
October 03, 2011
0.121740
Cash Distributions
Distribution
payment dates
Type of shares
Gross distribution
per share
Total gross
distribution
(in R$)
(in R$ thousands)
235,336
Dividends
common stock
January 31, 2012
0.121139
233,605
Dividends
common stock
April 30, 2012
0.117420
226,727
0.470942
912,273
Total for 2011

Dividends
common stock
July 31, 2012
0.116161
224,341
Dividends
common stock
October 31, 2012
0.124359
240,065
Dividends
common stock
December 17, 2012
common stock
December 17, 2012
0.046599
Dividends
common stock
April 30, 2013
0.201237
388,703
0.556277
1,074,290
163,580
0.067921
Total for 2012
131,181
90,000
Dividends
common stock
June 07, 2013
0.084638
common stock
June 07, 2013
0.025870
50,000
Dividends
common stock
September 30, 2013
0.146943
280,670
Dividends
common stock
November 27, 2013
0.118341
225,260
Dividends
common stock
June 27, 2014
0.078475
145,703
0.454267
865,213
Total for 2013
For additional information, see the discussion on dividend and other distributions policy in the above subsection 3.4.
3.6.
Dividends declared out of retained earnings or other profit reserves.
In the three most recent years we have not declared dividends out of retained earnings or other profit reserves.
3.7.
Indebtedness level.
The table below sets forth information on the evolution of liabilities, as comprising current and noncurrent liabilities at year-end
of the last year.
Year ended
December 31,
Amount
(in R$ thousands)
Type of debt ratio
Ratio
(%)
Index description and reason for use
2013
6,597,767
Debt to Equity
Ratio
34.2%
- Method: D/E = (total current liabilities + non-current liabilities) /

shareholders equity.
3.8.
Debt obligations by type and time to maturity
Year ended December 31, 2013

(data from our consolidated financial statements)
Type of
Debt(*)
Short-term
Maturing within
1 year
Long-term
Maturing
within
1-3 years
(in R$ thousands)
Current liabilities
Collateral for transactions
Earnings and rights on securities under custody
Suppliers
Salaries and payroll charges
Provision for taxes and contributions payable
Income tax and social contribution
Interest payable on bonds issued abroad
Dividends and interest on shareholders equity payable
Other liabilities
Noncurrent liabilities
Bond issuance abroad and loans
Deferred income tax and social contribution
Provision for contingencies and legal obligations
Post-employment healthcare benefits
Other liabilities
Total Indebtedness (current + noncurrent liabilities)
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
2,710,846
2,072,989
49,925
45,474
74,911
25,979
1,433
42,129
1,428
396,578
0
0
0
0
0
0
2,710,846
Maturing
within
3-5 years
Maturing after
5 years
(in R$ thousands)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
3,886,921
1,426,193
2,295,774
88,592
25,940
50,422
3,886,921
__________________________________________________________________________
( )
* We classify the types of debt (based on type of guarantee or absence thereof) as secured by collateral, by floating assets or unsecured.
The line items collateral for transactions and earnings and rights on securities under custody recorded under current
liabilities are intrinsic to our business model as an exchange. These collaterals and guarantees are not operated in any
particular or actually defined term.
6
Likewise, movements in the line item deferred income tax and social contribution, under noncurrent liabilities, are not
subject to any predefined timelines.
Collateral for transactions. Collateral pledged to our clearinghouses as margin for transactions are tied to the transactions
they secure up to the amounts thereof, and would not be affected in the event of bankruptcy or judicial reorganization by
operation of articles 6 and 7 of Law No. 10,214/01, and articles 193 and 194 of Law No. 11,101/05.
Tax liabilities (provision for taxes and contributions payable; income tax and social contribution) and labor liabilities (salaries
and payroll charges). These correspond to debt that takes priority over other debt in the manner prescribed under article
83 of the Bankruptcy and Judicial Recovery Law (Law No. 11,101/05).
Other liabilities recorded under both current and noncurrent liabilities line items in our financial statements as of and for the
year ended December 31, 2013, consist of unsecured debt obligations.
3.9.
Additional reportable information.
Senior Unsecured Notes

On July 16, 2010, BM&FBOVESPA completed a cross-border offering of global senior unsecured notes priced at 99.635% of the
aggregate principal nominal amount of US$612 million, which after deducting underwriting discounts netted proceeds of
US$609 million (at the time equivalent to R$1,075,323 thousand). The notes mature on July 16, 2020, and pay interest of
5.50% per annum, with coupons payable every six months in January and July. However, as computed to include the
transaction expenses, in particular underwriting discounts, commissions paid to arranging and structuring banks and other
offering expenses, the actual cost correlates with a rate of 5.64% per annum. As translated into Brazilian reais and including
accrued interest of R$42,129 thousand, the balance of our debt under the global notes as of December 31, 2013, was
R$1,468,322 thousand. We used the offering proceeds to purchase additional interest in the shares of the CME Group effective
July 16, 2010.
We have issued the notes as callable bonds, thus allowing us the prerogative exercisable in our discretion at any time and from
time to time of redeeming all or some of the notes prior to maturity. The redemption price was set at the greater of (i) 100% of
the principal of the notes called for redemption plus accrued interest to the date, and (ii) interest accrued to the date plus the
present value of the remaining scheduled payments on the notes, discounted to the redemption date, at a rate equal to the
sum of the applicable U.S. Treasury Rate for the remainder of the term plus 40 basis points (0.40%) per annum.
We have designated as hedging instrument that portion of the principal under the notes which correlates with changes in
exchange rates in order to hedge the foreign currency risk affecting that portion of our investment in the CME Group Inc. which
attributable to the notional amount of US$612 million (a hedging instrument in a hedge of net investment in a foreign
operation). Accordingly, we have adopted net investment hedge accounting pursuant to accounting standard CPC-38 (Financial
Instruments: Recognition and Measurement), for which purpose the hedging relationship has been formally designated and
documented, including as to (i) risk management objective and strategy for undertaking the hedge, (ii) category of hedge, (iii)
nature of the risk being hedged, (iv) identification of the hedged item, (v) identification of the hedging instrument, (vi) evidence
of the actual statistical relationship between hedging instrument and hedged item (retrospective effectiveness test) and (vii) a
prospective effectiveness test.
We conduct retrospective and prospective tests to assess the hedge effectiveness. On testing backward-looking effectiveness,
we adopt the ratio analysis method, also called dollar offset method, as applied on a cumulative and spot-rate basis1. And on
testing forward-looking effectiveness, we adopt stress scenarios which we apply to the hedged variable in performing foreign
currency sensitivity analysis to determine degree of sensitivity to changes in exchange rates. We have tested the hedge
effectiveness retrospectively and prospectively, having determined that at December 31, 2013, there was no realizable
ineffectiveness.
Moreover, at that year-end date, the fair value of our debt under the notes, as determined based on market data, was
R$1,528,652 thousand (Source: Bloomberg).
Supplemental Information for Subsection 3.7

Such as stated in subsection 3.7, our debt ratios and the additional data provided above indicate our company enjoys fairly
conservative financial leverage ratios. For additional information on the particular characteristics of our indebtedness, see
subsection 10.1(f) below.
4. RISK FACTORS
4.1.
Discussion of risk factors

a. Risks relating to the Company
We depend on the level of market activity, which is beyond our control.

The success of our business depends in part on our ability to sustain and increase the volume of transactions carried out and/or
registered in our trade and post-trade systems. For this purpose, we offer a wide range of products and trading environments
and communications channels to market participants and our end-customers. Our revenues could be adversely affected if we
1
This method compares changes in fair values of the hedging instrument and hedged item attributable to the hedged risk, as measured on a cumulative
basis over a given period (from the hedge inception to the reporting date) using the foreign currency spot exchange rate as of each relevant date in order to
determine the ratio of cumulative gain or loss on the notes principal amount to cumulative gain or loss on the net investment in a foreign operation over
the relevant period.
were unable to retain customers (brokerage firms and other market participants) that account for a significant portion of the
volume of transactions from which we derive revenues from trading and clearing fees, or if weaknesses were to materialize
affecting the sustainability of the business models of these brokerage firms and market participants. Additionally, global
economic crises, financial crises or capital-markets crises, as well as sudden adverse changes in macroeconomic conditions
could impact our business more harshly than those of other financial institutions and financial services firms because these
factors typically have a direct adverse effect on the volume of trading across capital markets, in particular on-exchange
markets, and this could override our efforts to expand our core business, leading to lower than expected growth rates. We
discuss below some of the adverse ramifications for our primary business segments if any of these risks were to materialize,
leading to a decline in the level of activity on markets we operate.
Equities and equity-based derivatives segment (Bovespa segment).

We derive a significant portion of our overall revenues from fees we charge on transactions carried out on markets comprising
our Bovespa segment. For this reason, we are highly dependent on the level of market activity, which is a function of the level
of stock prices and the prices of equity-based derivatives as well as turnover velocity. In addition, the segment dynamics
depend, among other factors, on the number of listed issuers being sustained and increasing.
In 2013, the top ten stocks more actively traded on the stock market accounted for approximately 40% of the trading volume,
while trading activity by foreign investors accounted for over 40% of the total value traded. Thus, our revenues and future
results could be materially and adversely affected if one of more issuers of top-traded stocks were to delist from our exchange,
or if the number of stocks in the market were to decline significantly or if the volumes traded by foreign investors were to
dwindle.
We have no direct control over any of these factors, which depend, among other things, on the relative attractiveness of the
securities and equity-based derivatives traded on markets we operate, and, in short, the attractiveness of variable income
investments vis--vis other investments. These factors, in turn, are influenced primarily by the macroeconomic conditions in
Brazil and across the world, in terms of (i) growth levels, liquidity and political stability; (ii) the regulatory environment for
investments in securities and equity-based derivatives; and (iii) the levels of market activity, volatility and general stock market
performance across global markets.
Financial and commodity derivatives segment (BM&F segment).

Volatility in derivatives prices, credit crunches, reductions in consumer spending and in government spending, global economic
slowdowns, exchange rate instability, inflationary pressures, and similar other factors beyond our control have had in the past,
and may again have materially adverse direct and indirect effects on the Brazilian economy and, as a result, also on the level of
activity on derivatives markets, mainly because these risk factors negatively influence the drive and willingness of financial
institutions and investors in general to trade in derivatives to hedge a position, increase leverage or speculate on an asset's price
movement.
Substantial decreases in the volume of trading in derivative contracts (particularly interest-rate and FX futures contracts, which
account for a significant portion of the overall volume and our revenues for the segment) could materially and adversely affect
our revenues and profitability, which would significantly and negatively impact our business, financial condition and results of
operations.
In performing our role as central counterparty clearing house we are exposed to substantial risks.
Each of our clearinghouses acts as central counterparty to ensure multilateral clearing and settlement of trades in financial and
commodity derivatives, including credit default swaps and forex derivatives (covering the local cash, forwards, options and
futures markets), and in spot U.S. dollar contracts (dlar pronto) traded on the local interbank market; and for trades in
equities, equity-based derivatives and corporate debt securities (covering the local cash, forwards, options and futures markets
and the securities lending market), as well as trades in Brazilian government bonds and debt securities (covering the cash,
forwards and repo markets, and securities lending market). As a result, we are directly and indirectly exposed to credit risk
from related to clearing members and clearing agents, to brokerage firms and their customers, and other institutions licensed
as participants of our clearinghouses.
Default by any of these market participants may expose us to market risks associated with positions held by their customers,
because in performing their role as central counterparty clearing house each of our clearinghouses must ensure all trades are
cleared and settled.
The amount of our potential exposure to such risks depends on the value of open positions of defaulting market participants, if
any, as well as the type of collateral they post as part of the safeguards structure and risk management tools adopted by our
clearinghouses.
If a market participant (whether a clearing member or agent, or brokerage firm or their customers) were to face credit or
liquidity-related difficulties, or even fail to settle trades or deliver assets or commodities required to be delivered, we would
resort to collaterals pledged as margin and the existing safeguards structure implemented as part of our central counterparty
risk management policies. However, in the extreme, should these protections and safeguards fail as well, we would have to
resort to certain cash availabilities and highly liquid financial investments or make use of certain segregated assets we hold,
which ultimately would adversely affect our cash flow and net asset position.
We may be unable to adequately respond to market demands.

Our ability to create and develop new products and services and to improve or adapt existing ones will be critical for the
consolidation and expansion of our presence in the exchange industry. In addition, bringing continuing innovation to our
portfolio of product and service offerings will require investing substantial financial and operating resources in information
technology, research and development and human capital. We may be unable to adequately respond to market demands, in
8
particular by deftly and timely rolling out new products and services whose features meet the multiple needs and requirements
of the investing public, market participants, the industry regulators, the Brazilian government and so forth.
In addition, the financial return on our investments may fall below expectations if our new offerings of products and services
are not as successful as anticipated or fail to earn regulatory approval.
We rely heavily on information technology and our systems for the operation of our business.
Our business relies heavily on a smooth operation of our computer systems and supporting communications systems. System
integrity, availability, throughput capacity and scalability, as well as state-of-the-art technology resources are key factors for the
performance of our operations and smooth functioning of the markets we operate, critical to give us the ability to attract market
participants and investors across the spectrum, all of which requires constantly investing in upgrading and enhancing our
information and communications technology systems.
We operate in an industry that continues to undergo fast and significant technology changes. In recent years, securities and
derivatives traded through electronic platforms have grown significantly, and the introduction of algorithmic and ultra highspeed trading translated into heightened demand for large capacity, high-performing systems capable of processing the highfrequency order flow. If we are unable to continue to evolve and keep up with the rapid pace of technical evolution, our
operating performance and, therefore, our business and financial condition could be adversely affected.
In addition, electronic systems and communication networks can be vulnerable to unauthorized access, computer viruses,
human error and other security problems, such as terrorist acts, natural disasters, sabotage, power outages and other events
beyond our control, including events of force majeure. Our business, financial condition and results of operations could be
materially and adversely affected if our information security and business continuity measures were to be partially or entirely
compromised, or in the event of a system breach or financial-data theft, or of interruption or malfunction of our systems and
communication networks. If any such incident were to materialize, we could incur substantial expenses in order to remediate
problems caused by security violations or system failures, and would also be subject to disciplinary action or inquiries by the
regulators. We intend to continue to use industry-standard information security policies and measures which strengthen the
integrity and reliability of our systems. However, if these measures failed to prevent failures or delays in our computer systems
or communication networks, we could face significant drops in processed trading volume, which would materially and adversely
affect our business, results of operations and the market price of our shares.
Moreover, our backup systems, redundancy processes, crisis management and disaster recovery and prevention capabilities
may be insufficient to avoid such technology failures or problems or to ensure business continuity. If our preventive measures
and deterrents were to fail, a degradation of our systems or communication networks could result in customer or market
participant complaints to the regulators or in lawsuits against us, or lead to regulatory probes into compliance failures by us.
The complexity and importance of our technology processes correlate with exposures to risk of failures in executing our
business operations and, to the extent these processes depend on outsourced providers, risk of performance failures by these
providers, including as relating to undue concentration of knowledge, resources, personnel or infrastructure, any of which could
lead to failures or inactivity affecting our systems and communication networks, or to system breaches or financial-data thefts,
which could materially and adversely affect our business operations.
We may be unable to successfully identify and pursue business opportunities, accomplish our strategy or sustain
our competitive advantages.
We intend to continue to explore and pursue acquisitions and other strategic opportunities to strengthen our business and grow
our company, including opportunities to help us penetrate new markets, offer new products and services, and further develop
or enhance our trading systems and technologies. While in doing so we may pursue opportunities for acquisitions, strategic
investments, or strategic partnerships, joint ventures and other alliances, we can give no assurances that our efforts will be
successful. Additionally, we may be unable to successfully identify growth opportunities or fully realize the potential benefits
from existing or future strategic initiatives or alliances so as to grow our business. And we may have to incur significant
expenses to address additional operating requirements related to our growth strategy, which could adversely impact our
financial condition and results of operations. Furthermore, some of our partnership agreements could restrict our ability to seek
strategic alliances with other important market players, which could prevent us from taking advantage of potentially identified
business opportunities.
Moreover, we may be unsuccessful in appropriately responding to our strategic goals and projects due to internal failures
related to our decision-making processes, or to operational difficulties executing our plans or outsourcing adequate resources
and providers.
Damages to our credibility, reputation and image could adversely affect us.
Our reputation may be compromised in different ways, including as a result of failures in our self-regulatory functions, in our
technology resources or in completing transactions in our trading and post-trade systems. Our reputation may also be harmed
by events beyond our control, such as capital market scandals and scandals involving other exchanges, which may adversely
affect the investing publics perception of the capital markets as a whole. In addition, fraudulent or other inappropriate
behavior by market participants would result in disciplinary actions and regulatory sanctions, and could ultimately harm our
reputation, image and credibility.
We can give no assurances that we would be successful in preventing unauthorized third parties from using or copying or
otherwise violating our image and reputation rights, branding rights or intellectual property rights in technologies, services and
products developed by us (such as stock indices or standard contracts). Furthermore, our competitors and other companies or
individuals may have secured, or may secure in the future, intellectual property rights relating to technologies, products or
services similar to those we offer or plan to offer. We can give no assurances that we are aware at any given time of every last
9
intellectual property right secured by other parties, or that we would successfully pursue violations of our intellectual property
rights through legal proceedings in order to enforce them, or successfully defend ourselves against third-party allegations of
rights violations.
Damages to our reputation, image and credibility could prompt issuers to delist securities from our exchange or organized OTC
market or drive prospective issuers to choose other listing venues, and could also discourage actual and prospective investors
from trading on the platforms we provide, which would cut trading volumes down, materially and adversely affecting our
revenues, our business, financial condition and results of operations. Additionally, a listed issuers inability to handle financial
problems and stop a deteriorating financial performance could negatively impact our image.
We rely on key management members to successfully conduct our business and run our business operations.
We believe our future success depends to a large extent on the capabilities and efforts as well as continued employment of our
executive officers and key management personnel. If one or more of our highly experienced senior managers or high-level
executives with deeply technical background were unable or unwilling to continue as part of our management team, and we
were unsuccessful in retaining equally qualified professionals, the loss of their services could have a negative impact on our
business. In addition, we may be unable to attract and retain qualified talent for positions we consider strategic for our future
growth and success.
We are exposed to multiple financial risks which, if materialized, could adversely affect the market price of our
shares.
Our policy on investing cash balances calls for preservation of capital, recommending that we focus on highly conservative, highly-liquid and lower-risk investment alternatives. This translates into substantial portions of our cash
availabilities being allocated to investments in Brazil government bonds, which for the most part pay floating rates that track
Brazils benchmark rate (Selic rate). In addition, while we do adhere to this policy and hold conservative financial investments,
we may allow for some mismatch from our cash flows in order to fund our business operations and capital expenditure plans.
Effective from July 16, 2010, we used the net proceeds from our US$612 million offering of global senior notes due July 2020 to
increase to 5.1% our ownership interest in shares of the CME Group, Inc. Starting from the notes issue date, we have
designated as hedging instrument that portion of the principal under the notes which correlates with changes in exchange rates
in order to hedge the foreign currency risk affecting that portion of our investment in CME Group shares which is attributable to
the notional amount of US$612 million. Given that we are required to assess the book value of the investment for impairment
by comparing carrying value and recoverable value, we may have to recognize an impairment loss at any time events or
changes in circumstances suggest the carrying value may not be fully recoverable, which thus expose us to risk of ensuing loss
of the value of our intangible asset.
Furthermore, one or more credit rating agencies were to cut our ratings or issue a negative credit outlook when assessing our
capacity to service our debt.
b. Risks relating to the exchange industry
We face significant competition in our business as exchange and OTC market operator.
We face significant competition from foreign exchanges, particularly concerning trading with securities and derivatives, and we
expect that this competition will intensify in the future. Our current and potential competitors include a number of capital
markets operators, predominantly foreign-based exchange operators and operators of alternative trading venues, some of
whom may be planning to operate in Brazil at some point in the future. We compete in various aspects within different
regulatory frameworks, including with regard to fee rates, quality and speed of trading, liquidity, functionality, ease of use as
well as performance of trading systems, range of products and services offerings, and technological innovation.
If we are not successful in promptly adapting to structural changes in our markets, to technological and financial innovation and
other competitive factors, we could be unable to maintain or increase trading volumes, and the volume of our clearing and
settlement services, which could materially and adversely affect our business, revenues, financial condition and results of
operations. In the extreme, we could lose member market participants, investors and listed or potential issuers to the local
competition and, where issuers choose to list securities elsewhere, also to foreign-based exchanges or other trading venues.
Noncompliance with applicable legal and regulatory requirements could adversely affect our business.
We operate in a highly regulated and closely monitored industry, which is subject to an extensive, dynamic and complex
regulatory framework, and may be subject to increasing regulatory scrutiny. This regulatory framework is designed to preserve
the integrity of the capital markets and other financial markets and to protect the interests of the investing public. Our business
operations depend on prior authorization from governmental regulatory agencies and on our ability to maintain our operating
licenses. Moreover, our ability to comply with applicable laws and regulations is highly dependent on our ability to maintain
adequate systems and procedures. Noncompliance with applicable legal and regulatory requirements could materially and
adversely affect our business.
Legal and regulatory changes in Brazil and changes in standards implemented at an international level could adversely affect
our business and have a negative impact on current and future users of our products and services. For instance, the regulators
may implement changes which reduce the attractiveness of a listing on our markets or the use of our services, or encourage
issuers whose shares trade on our trading platforms to migrate to alternative market centers offering more flexible trading or
corporate governance requirements. The loss of a substantial number of customer issuers or a reduction in the volume of
trading on our exchanges and OTC markets could have an adverse effect on our business.
10
We could face conflict of interest issues related to our multidimensional responsibilities as a self-regulatory
organization and a public company listed on our own stock exchange and with widespread ownership structure;
and related also to the performance of the members of our board of directors and advisory committees.
The listing of our common shares on our own stock exchange (Bovespa segment) could engender conflict of interest issues
related to our operations as a self-regulatory organization (SRO) and our interests as a for-profit company. As a securities
market operator, we are responsible for establishing listing, disclosure and reporting standards to be followed by issuers both
upon a listing and thereafter.
In addition, many of the members of our board of directors and advisory committees are related parties of financial services
and other firms which maintain commercial relations with us. Market perception that these firms influence or otherwise interfere
in our decision-making processes regarding products and services offered by us, or that such circumstance engenders
information asymmetry problems, could negatively influence investor interest in our shares, which would adversely affect their
market price and our business.
4.2.
Expectations that exposure to these risks will reduce or increase over time.
We continually assess and weigh the risk factors to which we and our business are exposed, in particular those with potential
to materially and adversely affect our business, financial condition and results of operations. With the aim of managing,
controlling and mitigating these and other risk factors, we endeavor to impro ve our infrastructure, processes and services,
including by adopting plans and measures aimed at (i) providing efficient, reliable and cost effective trading, clearing,
settlement and other systems to the markets we operate; (ii) strengthening and expandin g our market data services for
more efficient investment decision-making through highly reliable, more nimble, accurate and cost effective retrieval and
transmission of market data to vendors, market participants, investment research analysts, advisory se rvices and investors;
(iii) continuing monitoring of changes in the macroeconomic outlook and how they influence market trends and our
business; (iv) strengthening and expanding the different ways to access our markets and trading systems; (v) implementing
investor education programs, which include retail investors, local and foreign institutional investors; and (vi) enhancing ou r
internal controls and compliance structures as well as our enterprise risk structure, in addition to strengthening and
improving our market surveillance structure. These latter structures are responsible for monitoring the risk factors discussed
under subsection 4.1 above and any other risk event with potential to negatively impact our business, financial condition and
results of operations. Periodic risk monitoring and assessment reports are submitted for evaluation by some of our board
advisory committees (Audit Committee and Risk Committee), which make recommendations to our board of directors.
Additionally, given that we act as central counterparty clearing house to ensure trades carried out on our markets are
cleared and settled, we adopt risk management and safeguard structures at each of our clearing facilities with the aim of
controlling and mitigating the risks inherent in these activities. For further information on risk management and safeguard
structures, see the discussion under section 5 of this Form.
Moreover, we have been investing in developing and implementing a new integrated multi -asset, multi-market clearing
and risk management system, which should give us the ability to offer market participants technologically innovative ,
high-performing and efficient post-trading and risk management systems and services; strengthen our competitive
position and better prepare us to face the risk of new competitors potentially entering the local exchange industry.
4.3
Arbitration proceedings; legal and administrative proceedings not protected by absolute privilege.
The Company and its subsidiaries are parties to administrative and court cases relative to matters of tax, labor and civil law.
Our provisions policy has been established consistently with the guidelines provided under CVM Resolution No. 594 dated
September 15, 2009.
Given that the information presented herein in connection with court and administrative and arbitration proceedings include
outcome assessments based on criteria that differ from those contemplated under CVM Resolution 594/09, the tables below
include information about cases whose prospects for a defeat have been assessed as remote such that we have not
reserved their value at issue as contingent liabilities in our financial statements for periods preceding the date of this fo rm.
(I) Tax Cases
I.1 BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA)

I.1.1)
Court of origin
Case No. 2007.61.00.030994-8

4 th Lower federal court of the judiciary subsection of So Paulo (SP)
Degree of jurisdiction
Appellate degree
Filing date
November 12, 2007
Litigating parties
Plaintiff: Bolsa de Mercadorias & Futuros BM&F S.A. (merged with BM&FBOVESPA on May 8, 2008)
Defendant: Brazilian Government
Amounts, assets, rights at risk
Purpose and
main related developments
R$33,944 thousand, as updated through to December 2014.

This is a declaratory action seeking a court decree recognizing the absence of taxation relationship
permitting the government to charge Additional Social Security Contribution levied at a 2.5% rate
from financial institutions. The Company argues that while Decree No. 2173/97 (subsequently
replaced with Decree No. 3048/99) included commodities and futures exchanges as contribution
payers, this was an illegal move given that Supplementary Law No. 84/96, which established the levy
did not include commodities and futures exchanges as a potential contribution payer, such that no
charge of said contribution on the Company is admissible. In addition, the Company argues that
11
Decree No. 2173/97 illegally expanded the contribution calculation basis to encompass a lso the
payroll, whereas the law that established this contribution designated as calculation basis just the
aggregate of payments made to independent service providers.
- In order to litigate the matter BM&FBOVESPA is required to make post collateral by m aking monthly
deposits with the court of the amount corresponding to the charge of Additional Social Security
Contribution.
- The lower court decision acknowledged the absence of a taxation relationship. The appeal is
pending judgment by the 3 rd Regional Federal Court.
Prospects for a defeat
Remote
Impact in case of a defeat
Because the amounts being litigated have been deposited with the court, in the event of a defeat on
final judgment, the Company could lose the amount deposited, with no further impact.
Provisioned amount
R$33,944 thousand (the value at risk has been provisioned despite the assessment of remote
prospects for a defeat because central issue being litigated is a legal obligation of the Company.
I.1.2)
Court of origin
Administrative Case No. 16327.001536/2010-80

8 th Panel of the So Paulo Regional Tax Adjudication Division Brazilian Federal Revenue Service
Lower administrative court
Filing date
November 26, 2010
Litigating parties
Claimant: Brazilian Federal Revenue Service

Respondent: BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
Purpose and
The tax authority drew up a tax delinquency notice seeking to collect corporate income tax (IRPJ) and
social contribution on net income (CSLL), on allegation that in 2008 and 2009 BM&FBOVESPA
supposedly failed to pay levies for such taxes on the amortization of goodwill fro m the merger of the
shares of Bovespa Holding S.A., approved at the shareholders meeting held on May 08, 2008. We
received notice of tax assessment on November 29, 2010, and on December 28, 2010, filed
opposition challenging the assessment.
- On October 21, 2011, the lower court decision (Regional Tax Adjudication Division) was partially
favorable to the Company in that it cutback the tax assessment amount arguing the tax authority
calculated the tax basis relative to 2008 using erroneous criteria. We appealed this decision in
November 2011, and in December 2013 the Appellate Tax Adjudication Board rejected our appeal and
upheld the tax assessment in a 3-3 ruling where the president of the bench, representing the Tax Authority,
cast the deciding vote against us. On March 25, 2015, the Appellate Tax Adjudication Board rejected our
motion to clarify. Pending publication of the decision, we will be discussing with counsel our appeal strategy
and the appropriate course of action going forward.
Remote
A final judgment of liability would entail obligation to pay the principal deemed delinquent, as
accruing interest and the penalty fine.
Provisioned amount
No amount has been provisioned.
I.1.3)
Court of origin

Appellate Tax Adjudication Board
Appellate administrative court
Filing date
May 22, 2012
Litigating parties

Purpose and
The tax authority seeks to collect withholding income tax (IRRF) supposedly due in connection with the
2008 merger with Bovespa Holding S.A. (a share merger). The Federal Revenue alleges we should have
retained and remitted withholding income tax due on capital gain the non-resident shareholders of
Bovespa Holding supposedly earned from the merger. We received notice of tax assessment on May 22,
2012, and on June 21, 2012, filed opposition challenging the assessment. The opposition was defeated
in a July 2013 ruling of the So Paulo Regional Tax Adjudication Division, which was subject to
mandatory appeal. On March 10, 2015, the Appellate Tax Adjudication Board rejected the mandatory
appeal. Pending publication of the decision, we will be discussing with counsel our appeal strategy and the
appropriate course of action going forward.
Possible
Provisioned amount
I.1.4)
Court of origin
Administrative Case No. 16327.721.146/2012-91

12
Filing date
October 30, 2012.
Litigating parties

R$9.5 thousand fine (outright fine for alleged noncompliance with ancillary tax obligation), as updated
through to December 2014.
Purpose and
The tax authority seeks to collect differences by way of corporate income tax (IRPJ) and social
contribution on net income (CSLL) after disallowing certain tax deductions (expenses with fees and
commissions charged by participants in the 2007 secondary initial public offeri ng of shares of
Bovespa Holding) we took into account in determining the tax basis for each of these taxes. In
addition, the Federal Revenue alleges we have failed to retain and remit withholding income tax
(IRRF) due on part of the fees and commissions charged by the offering participants. We received
notice of tax assessment on October 30, 2012, and on November 29, 2012, filed opposition
challenging the assessments. The opposition was defeated in January 2014. In August 2014, we
decided to take advantage of the favorable payment conditions on offer under the Governments tax
settlement program (REFIS), and settled the case with regard to the IRPJ and CSLL claims, but have
not agreed to pay the outright fine, which continues to be litigated. As we agreed to a lump sum
settlement payment, we obtained discounts related to default interest and fines the government had
been seeking to collect, which reduced the liability to R$69.2 million from R$123 million earlier
(amounts as at the settlement date of August 2014). A decision of the Appellate Tax Adjudication Board
is now pending with regard only to the outright fine.
Remote, with regard to the R$9.5 thousand outright fine (multa isolada).
A final judgment of liability would entail obligation to pay the fine claimed.
Provisioned amount
I.1.5)
Court of origin
Administrative Cases Nos. 16327.721.267/2012-33 and 16327.721.268/2012-88

Filing date
November 7, 2012.
Litigating parties

R$94,828 thousand (social security contributions), plus R$50,504 thousand (outright fine
noncompliance with ancillary tax obligation - IRRF), as updated through to December 2014.
Purpose and
The tax authority seeks to collect social security contributions allegedly due on stock options
originally granted under the BM&F Stock Options Plan of the old independent exchange (exercisable
in 2007 and 2008). Our company supposedly absorbed this tax liability o n merging with BM&F in
2007. In addition, the Federal Revenue claims an outright fine (multa isolada) alleging we have failed
to retain and remit withholding income tax (IRRF) supposedly levied on the value attributable to
these stock options. We received notice of tax assessment on November 7, 2012, and on December 7,
2012, filed opposition challenging the tax assessment. The opposition was defeated in an August 2013
ruling of the So Paulo Regional Tax Adjudication Division, which was subject to mandatory appeal. On
February 11, 2015, the Appellate Tax Adjudication Board granted the mandatory appeal, quashing the tax
assessment related to social security contributions.
The case is now pending (i) publication of the decision concerning the assessment related to social security
contributions, at which time we will know whether the Treasury Attorneys Office has grounds for an
appeal; and (ii) judgment of our voluntary appeal in respect of the outright fine for noncompliance with
ancillary obligation related to withholding income tax.
Possible, for the assessment as to social security contributions (R$94,828 thousand); remote for the
R$50,504 thousand outright fine for noncompliance with ancillary tax obligation (IRRF).
A final judgment of liability would entail obligation to pay the amounts claimed.
Provisioned amount
I.1.6)
Court of origin
Administrative Case No. 16327.721.519/2012-24

So Paulo Regional Tax Adjudication Division Brazilian Federal Revenue Service
Filing date
December 19, 2012.
Litigating parties

13
for
Purpose and
The tax authority seeks to collect differences in corporate income tax (IRPJ) and social contribution
on net income (CSLL) for 2008, allegedly due as a result of the non -deductibility of interest on
shareholders equity we declared and credited to shareholders in 2008. We received notice of tax
assessment on December 19, 2012, and on January 18, 2013, filed opposition challenging the tax
assessment.
The case is now pending judgment by the So Paulo Regional Tax Adjudication Division.
Possible.
Provisioned amount
I.1.7)
Court of origin
Administrative Cases Nos. 16327.720.152/2014-93 and 16327.720.154/2014-82

Filing date
February 28, 2014
Litigating parties

R$123,486 thousand (social security contributions), plus R$49,490 thousand (outright fine for
noncompliance with ancillary tax obligation - IRRF), as updated through to December 2014.
Purpose and
The tax authority seeks to collect social security contributions allegedly due on stock options
originally granted under the BM&F Stock Options Plan of the old independent exchange (exercisable
in 2009 and 2010). Our company supposedly absorbed this tax liability on merging with BM&F in
2007. In addition, the Federal Revenue claims an outright fine (multa isolada) alleging we have failed
to retain and remit withholding income tax (IRRF) supposedly levied on the value attributable to
these stock options. We received the two notices of tax assessment on February 28, 2014, and filed
opposition challenging each such tax assessment. The oppositions were defeated in September 2014.
We filed voluntary appeals to the Appellate Tax Adjudication Board.
The case is now pending judgment by the Appellate Tax Adjudication Board.
Possible, for the assessment as to social security contributions (R$123,486 thousand); remote for the
R$49,490 thousand outright fine for noncompliance with ancillary tax obligation (IRRF).
A final judgment of liability would entail obligation to pay the amounts claimed.
Provisioned amount
I.1.8)
Court of origin

So Paulo Regional Tax Adjudication Division Brazilian Federal Revenue Service
Filing date
April 2, 2015.
Litigating parties

R$1,978,772 thousand, as updated through to December 2014.
Purpose and
The tax authority seeks to collect allegedly delinquent taxes corporate income tax (IRPJ) and social
contribution on net income (CSLL) owing in 2010 and 2011, as it questions the permissibility of the
amortization of goodwill (for tax purposes) from the merger of the shares of Bovespa Holding S.A.,
approved at the shareholders meeting held on May 08, 2008. We received notice of tax assessment on
April 4, 2015, and will be filing an opposition challenging the assessment within the assigned term.
Remote.
Provisioned amount
(II) Civil law cases

II.1 BM&FBOVESPA and BVRJ
II.1.1)
Court of origin
Case No. 2007.001167284-8

2 nd lower business court of the judicial district of Rio de Janeiro (RJ)
Appellate degree Superior Court of Justice
Filing date
October 2, 2007
Litigating parties
Plaintiffs: Naji Robert Nahas, Selecta Participaes e Servios S/C Ltda. and Cobrasol Companhia
Brasileira de leos e Derivados
Defendants: BVRJ and Bovespa Association
14
Purpose and
R$10,000,000 thousand (claim for moral and actual damages)

This is an action for damages (ordinary proceedings) in which plaintiffs seek to have BVRJ and the
Bovespa Association sentenced to pay indemnity for moral and actual damages allegedly incurred as a
result of certain stock trades late in the 1980s. Following the answers, replies and rebuttals, the
lower court decision found against the plaintiffs. Both plaintiffs and defendants filed motions to
clarify, which were partially granted. The plaintiffs next appealed the decision, which the Court of
Appeals of Rio de Janeiro rejected, so the plaintiffs filed special and extraordinary appeals, which the
higher court refused to entertain on grounds of ineligibility. This caused the plaintiffs to file
interlocutory appeal addressed to the Superior Court of Justice and the Supreme Federal Court. The
Superior Court of Justice issued a certiorari order, accepting the special appeal for review. Howe ver,
the special appeal was entertained only in part, and this part was ultimately rejected in a unanimous
decision. The appellants filed motion to clarify which was rejected as well. They then filed a
divergence motion (appeal against a divergent decision). A decision by the Superior Court of Justice
on this latest appeal is now pending.
Remote
In the unlikely event both the lower court and appellate court decisions were to be reversed by the
higher court, still an award for damages would not reach the level of the indemnity claimed by plaintiffs.
Provisioned amount
II.1.2)
Case No. 96.0037050-8
Court of origin
22 nd lower federal court of the judiciary subsection of So Paulo (SP)
Filing date
November 19, 1996
Litigating parties
Plaintiffs: Rubens Taufic Schahin et Al.

Defendants: BM&FBOVESPA, BVRJ, CVM, Indstrias de Chocolate Lacta S.A., Kraft Suchard Brasil S.A.,
Kibon Indstrias Alimentcias Ltda. et Al.
Indemnity for actual damages, if any, would be arbitrated in liquidation of award proceedings . The
value originally attributed on the action was amended to R$109,518 thousand (as of November
1996), which however is not reflective of the financial value intrinsic in the plaintiffs claim.
Purpose and
This is an action for damages where the plaintiffs seek compensation based on the difference
between the true value of the preferred shares of LACTA, of which plaintiffs allege to have been
deprived, and the amount actually paid, in addition to loss of earnings (in the form of dividends not
earned). The plaintiffs allege to have been compelled to sell their shares in an auction at the stock
exchange, after the courts had annulled the decision of a shareholders meeting authorizing a share
issuance in which plaintiffs purchased their equity interest in Lacta shares. Kraft filed counterclaim,
seeking repayment of dividends previously paid. After the answers, replies and rebuttals, the lower
court decision found the claim and counterclaim invalid, ordering the plaintiffs and Kra ft to bear loss
of suit expenses, including fees of counsel. As a result, the plaintiffs and defendants Kraft, Silb
Participaes, CVM and Philip Morris appealed the decision. In addition, BM&FBOVESPA and BVRJ
filed adhesive appeal seeking to increase the arbitrated fees of counsel. The Regional Federal Court
rejected the plaintiffs appeals, whereas granting the co-defendants appeals in respect only of the
increase in arbitrated fees of counsel. The plaintiffs filed motion to clarify, which were rejected.
Plaintiffs and defendant Philip Morris then filed special appeals, which the Regional Federal Court
ruled inadmissible. The plaintiffs they filed interlocutory appeal addressed to the Superior Court of
Justice seeking to have the special appeals entertained. A decision by the Superior Court of Justice is
currently pending.
Remote
If the final decision were to award damages, the indemnity would be apportioned amongst the co defendants at an amount ultimately arbitrated in liquidation of award proceedings.
Provisioned amount
II.2 BM&FBOVESPA
II.2.1)
Case No. 0172946-23.2010.8.26.0100 (lower court case No. 583.00.2010.172946-2)
Court of origin
11 th lower civil court of the judicial district of So Paulo (SP)
Appellate degree
Filing date
August 17, 2010
Litigating parties
Plaintiff: Bankruptcy estate of Spread Commodities Mercantil e Corretora de Mercadorias Ltda.

Defendant: BM&FBOVESPA (as successor of BM&F, following its demutualization, going -public and
merger with Bovespa Holding).
Membership certificates held by plaintiff in BM&F (then a mutualized non -profit exchange, which later
went public and merged with BM&FBOVESPA). The value of a membership certificate as of December
2013 has been estimated at R$47,067 thousand plus R$32,589 thousand in payouts by BM&F through to
the merger in November 2007 (historical nominal amount) plus payouts paid through to the date when
shares of BM&FBOVESPA are delivered to plaintiff, as claimed.
15
Purpose and
The trustee of the bankrupt estate of this former commodity broker has filed declaratory action
against BM&FBOVESPA seeking to annul the cancellation (due to default on membership fees due
and payable) of Spreads membership certificates previously held in BM&F, the old futures exchange.
The trustees intent is to have the equivalent of 3,278,554 shares of BM&FBOVESPA integrat e the
estate for the proceeds from a sale of such shares to be paid to the creditors. Moreover, the trustee
seeks (a) compensation for losses allegedly incurred with the cancellation of membership certificates,
which according to the trustees estimate should be arbitrated at the equivalent of the proceeds from
a hypothetical sale of 1,629,461 shares of BM&F S.A. in its 2007 IPO at the offering price per share
of R$20.00, as adjusted for inflation and accruing interest in arrears to the payment date; (b) in
addition to indemnity for unearned dividends and interest on shareholders equity declared by
BM&FBOVESPA since the 2007 merger of BM&F, which the trustee alleges to be attributable to the
shares of BM&FBOVESPA the estate would hold were it not for the ca ncelled membership certificates.
The trustee also claims payment for fees of counsel arbitrated at 10% of the value on the action. We
received service of process on January 18, 2011, and filed the answer shortly thereafter. On August
5, 2011, the lower court decision found for the plaintiff to recognize the bankrupt estates ownership
rights in 3,278,554 shares of BM&FBOVESPA, ordering such number of shares seized to integrate the
bankrupt estate for sale. Additionally, the court granted the plaintiffs claim for redress of losses
from the cancellation of membership certificates in BM&F (arbitrated at R$ 32,589 thousand, i.e., the
proceeds from a hypothetical sale of 1,629,461 shares BM&F S.A. in its 2007 IPO, as adjusted for
inflation and accruing interest in arrears of 1% per month to the payment date), as well as their
claim for indemnity of unearned dividends and interest on shareholders equity declared by
BM&FBOVESPA (arbitrated at R$2,312 thousand, as adjusted for inflation and accruing 1% interest in
arrears), and any other payouts paid or payable to the aggregate number of shares thus attributed to
Spreads bankrupt estate. In addition, the court ordered the defendant to pay fees of counsel on
behalf of the bankrupt estate, arbitrated at 10% of the value at issue. We have since filed an
appeal, which the So Paulo Court of Appeals received with both suspensive and remanding effects.
Judgment by the Court of Appeals is still pending.
Possible
In his asset-recovery efforts, the trustee of the bankrupt estate seeks payment of a sum equivalent
to the market price of 3,278,554 shares of BM&FBOVESPA (in lieu of BM&F membership certificates),
in addition to compensation for losses supposedly arising from the impossibility to sell BM&F shares
in its 2007 IPO (as of November 2007 estimated at R$32,589 thousand), plus indemnity for unearned
dividends and interest on shareholders equity BM&FBOVESPA declared over time since absorbing
BM&F (as of November 2007 estimated at R$2,312 thousand), as adjusted for inflation and accruing
interest in arrears of 1% per month.
Provisioned amount
II.2.2)
Court of origin

Filing date
November 30, 2005
Litigating parties
Plaintiff: Welinton Balderrama dos Reis

Defendant: BM&FBOVESPA (as successor to BM&F, following its demutualization, going -public and
merger with Bovespa Holding) and BM&F Association.
Membership certificate in BM&F (then a mutualized non-profit entity, later demutualized and merged
into BM&FBOVESPA).
Purpose and
This action seeks the annulment of a decision of the board of directors of BM&F (then a mutualized
exchange), which excluded the plaintiff from membership and cancelled his membership certificates
due to default on fees owed the exchange. He also seeks a valuation of his interest in common
membership certificates according to the rules provided in the bylaws of the old exchange (including
adjustment for inflation between 1990 and 1999). Following the answer, reply and rebuttal, the lower
court decision held the action invalid. While the appellate court rejected the plaintiffs appeal, it also
recognized the plaintiffs right to claim credits (if any) against BM&F. Both parties filed mo tions to
clarify. The motion filed by co-defendants BM&FBOVESPA and BM&F Association was partially
granted, whereas the plaintiffs was rejected. The plaintiff then filed both special and extraordinary
appeals. A second motion to clarify filed by BM&FBOVESPA and BM&F Association was rejected.
However, due to clerical error and other reasons, we filed another motion, which the lower court
judge accepted to correct the clerical error. In order to have the motion reviewed by the higher
court, we then filed regulatory appeal, whose judgment upheld the appealed decision, declared the
co-defendants and counsel malicious litigants for malicious use of process , subject to related
penalties. We filed special and extraordinary appeals, which the appealed court accep ted, remitting
the case record to the higher court for judgment. Our special appeal was accepted with staying
effects relative to enforcement of the appealed decision. The plaintiffs appeals were not accepted. A
higher court decision on the appeals is now pending.
Possible
Payment of plaintiff's credits resulting from his exclusion from membership in BM&F (then a mutual
entity), which as of December 2014 we estimated at R$2,282 thousand.
Provisioned amount
16
II.2.3)
Court of origin
First degree of jurisdiction
Filing date
November 23, 2010
Litigating parties
Plaintiff: Esboriol Participaes e Empreendimentos Ltda. and Fernando Alexandre Esboriol

Defendant: BM&FBOVESPA (as successor to BM&F)*, BM&F Association and BM&FBOVESPAs CEO,
Mr. Edemir Pinto.
( )
* BM&F was originally a mutualized non-profit exchange, which later went public and merged with
BM&FBOVESPA.
An adjusted amount equivalent to the proceeds of a hypothetical sale of shares in the 2007 IPO of
BM&F, assuming the courts recognize the plaintiffs hold ownership rights in such shares (as arising
from a conversion of the membership certificates special trader category they once held in the
predecessor mutualized entity).
Purpose and
The plaintiffs in this action seek to annul certain board decisions and transactions (including, in
particular, a sale of membership certificates carried out within the scope of a buyback program and a
spin-off of the assets and liabilities of BM&F and related plan of exchange of certificates for shares)
implemented in the course of the demutualization process, on grounds of alleged defective consent.
The plaintiffs intend to regain ownership rights in membership certificates in order to have them
replaced with an equivalent number of shares of BM&FBOVESPA. Alternatively, the plaintiffs seek
indemnity in the equivalent value of said number of BM&FBOVESPA shares, including shares they would
have been allotted were it not for supposedly having given defective consent to certain demutualization
transactions. Process was served on all defendants; the answers and the plaintiffs rebuttal were filed.
The plaintiffs filed motion for summary judgment. On adjudging the case, the lower court found the
claim invalid after declaring the plaintiffs rights barred by preemption. We expect the plaintiffs will
appeal seeking to reverse this decision.

Provisioned amount
Remote
A defeat would establish a negative precedent, which would encourage other former members selling
membership certificates in the buyback program implemented as part of the demutualization process
to pursue similar annulments and indemnities.
II.2.4)
Court of origin

Filing date
February 25, 2011
Litigating parties
Plaintiff: Solidez Corretora de Ttulos e Valores Mobilirios Ltda.

Defendant: BM&FBOVESPA (as successor to BM&F)*, BM&F Association and BM&FBOVESPAs CEO,
Mr. Edemir Pinto.
( )
* BM&F was originally a mutualized non-profit exchange, which later went public and merged with
BM&FBOVESPA.
An adjusted amount equivalent to the proceeds of a hypothetical sale of shares in the 2007 IPO of
BM&F, assuming the courts recognize the plaintiffs hold ownership rights in such shares (as arising
from a conversion of the membership certificate commodity broker category plaintiff once held in
the predecessor mutualized entity).
Purpose and
The plaintiff in this action seeks to annul certain board decisions and transactions (including in
particular, a sale of membership certificates carried out within the scope of a buyback program and a
spin-off of the assets and liabilities of BM&F and related plan of exchange of certificates for shares)
implemented in the course of the demutualization process, on grounds of alleged defective consent.
The plaintiff intends to regain ownership rights in membership certificates in order to h ave them
replaced with an equivalent number of shares of BM&FBOVESPA. Alternatively, the plaintiff seeks
indemnity in the equivalent value of said number of BM&FBOVESPA shares (35% of such hypothetical
interest valued at the offering price per share in the 2007 IPO, with the remaining 65% valued at the
current market price for BM&FBOVESPA stocks, allowing for certain adjustments). The answer and
plaintiffs rebuttal were filed; the lower court decided the case finding the claim invalid. The plaintiff
filed motion to clarify, which was rejected. Plaintiff appealed. The higher court vacated the appealed
decision and remanded the case record back to the lower court for a new decision. However, the
plaintiff filed motion for recusation due to bias, which has yet to be decided.
Remote
A defeat would establish a negative precedent, which could encourage other former members selling
membership certificates in the buyback program implemented as part of the demutualization process
to pursue similar annulments and indemnities.
Provisioned amount
II.2.5)
17
Administrative Misconduct Suits Nos. 1999.34.00020289-0 and 1999.34.00019665-0;

Class Actions Nos. 1999.34.00.009903-7, 1999.34.00.010188-7, and 1999.34.00.012074-3
Court of origin
22 nd lower civil court of the Federal District judiciary section
Appellate degree
Filing date
These cases started between April 20 and June 25, 1999
Litigating parties
Plaintiffs: The Federal Public Prosecution Office, plaintiff in the administrative misconduct suits;
Luiz Carlos Tanaka et Al, plaintiffs in the class actions;
Defendants: Banco Marka S.A, Banco FonteCindam S.A, BM&F (Mercantile and Futures Exchange),
Edemir Pinto (in the capacity of Managing Director of BM&F, current ly Chief Executive Officer of
BM&FBOVESPA), Antnio Carlos Mendes e Barbosa and Paulo Roberto Garbato (former officers of
BM&F) et Al.
Refunding the Brazilian Treasury for alleged losses from certain trades in futures contracts between
the Central Bank and the two defendant banks (Marka and FonteCindam). The administrative
misconduct suits include claims for imposition of penalty fine and a writ banning the defendants from
transacting with the Government or being granted tax incentives.
Purpose and
These are actions that seek to quash certain transactions in USD-denominated futures contracts
agreed between the Central Bank and the two co-defendant banks (Marka and FonteCindam) in
January 1999, and claim indemnification for losses and damages from the persons involved in the
transactions and their beneficiaries. BM&F (then a mutualized non-profit exchange, which later went
public and merged with BM&FBOVESPA) and its officers at the time appear as co-defendants allegedly
for having participated in structuring the transactions, which supposedly benefitted the Exchange,
and for having elected to forgo with internal operations related to the clearing and settlement
process. The answers, replies and rebuttals followed. In its defense, BM&F argued, among other
things, that the Exchange was merely the futures market operator, and had had no role, or taken any
action to justify being named as co-defendant; additionally the Exchange ascertained no benefit
whatsoever from any of the Central Bank transactions that (January 1999) led to the currency
devaluation. The court granted requests for an expert examination to be carri ed out. In addition,
given the identity of purposes found in these actions, the expert opinion has been accepted as valid
for all of the cases.
On March 15, 2012, the actions were adjudged, and the claims held valid. Most defendants were
held jointly and secondarily liable for redressing the Brazilian Treasury, including BM&FBOVESPA (as a
successor to BM&F). The value at issue may rise to R$7,005 million. According to one of the
decisions, part of this amount (up to R$5,431 million) may be offset against gains the Central Bank
made by avoiding to use its U.S. dollar reserves. These amounts are stated as at January 1999 and,
under the court order, should be restated to include adjustment for inflation, interest in arrears and
loss of suit expenses. Furthermore, some of the defendants were also charged with administrative
misconduct. In the case of BM&F (our predecessor and the only futures market operator at the time
the litigated events took place), the penalties for administrative misconduct would include a five-year
ban on transactions with the Government, and on its ability to receive direct or indirect tax incentives
and other benefits, as well as payment of civil fine as of January 1999 amounting to R$1,418 million .
Mr. Edemir Pinto, our Chief Executive Officer, was exonerated, as the claims against him have been
found invalid.
After these decisions were publicized, we filed motion for clarification of judgment, which the court
rejected. We next filed appeals which are currently pending a decision by the Regional Federal Court
(an appellate court).
Remote
Compensation for losses incurred by the Treasury, which pursuant to the lower court decisions would
rise to R$7,005 million. According to one of the decisions issued thus far, a proportionate part of the
award for refund may be offset against gains (up to R$5,431 million) the Central Bank made by
avoiding to use U.S. dollar reserves. These amounts have been stated as at January 1999 and, und er
the court order, should be restated to include adjustment for inflation, interest in arrears and loss of
suit expenses. In addition, for administrative misconduct, a civil fine has been imposed (which as of
January 1999 amounted to R$1,418 million, and will require adjusting for inflation and accrue interest
in arrears), plus a five-year ban on transactions with the Government, and on its ability to receive
direct or indirect tax incentives and other benefits.
Provisioned amount
II.2.6)
Case No. 0612656-34.2000.8.26.0100 (lower court case No. 000.00.612656-1)
Court of origin
3 rd lower civil court of the judicial district of So Paulo (SP)
Appellate degree Supreme Federal Court
Filing date
September 18, 2000
Litigating parties
Plaintiff: Capitnea Distribuidora de Ttulos e Valores Mobilirios Ltda.

Defendant: BM&FBOVESPA
Amounts, assets, rights at

risk
This lawsuit seeks to annul the collection of fee (since first established, on December 22, 1999) from
holders of rights to operate as Commodity Broker and Clearing Participant Member, which was the
case of the plaintiff.
18
Purpose and
This is an annulment action brought against BM&F (then a mutualized entity, which later went public
and merged with BM&FBOVESPA) seeking to quash a board decision dated December 22, 1999, which
authorized the company to charge trading fees (emolumentos de prego) from holders of rights to
operate as Commodity Brokers and Clearing Members, including holders that are undergoing
extrajudicial liquidation, court-administered reorganization or bankruptcy proceedings (which are not
permitted to operate). After the answer, reply and rebuttal, the lower court decision held the action
invalid, recognizing the charge of fees by BM&F as lawful. The plaintiff appealed, we responded, and
the Court of Appeals rejected the appeal. The plaintiff then filed motion to clarify, which the appealed
court rejected. This was followed by plaintiffs special and extraordinary appeals, which were ruled
inadmissible. Plaintiff then filed interlocutory appeals addressed to the Supreme Federal Court
seeking a review of the appealed judgment. The court refused to entertain the inter locutory appeal
filed in the record of the special appeal. In turn, the plaintiffs interlocutory appeal filed in the record
of the extraordinary appeal was granted, and a review of the case is now expected, because
Reporting Justice Gilmar Mendes recognized a correlation between this case and Topic 660 of the list
of matters which meet the general repercussion requirement (implying general interest for admission
of extraordinary appeals, in an order somewhat similar to a U.S. writ of certiorari), having ordered that the
record of the case be remanded to the court of origin until such time as the matter is decided.
Remote
In the event of defeat, beyond the annulment of the fees charged and collected, th e decision would
establish a negative precedent which would adversely affect the collection of fees from market
participants that file for extrajudicial liquidation, court-administered reorganization or bankruptcy.
Provisioned amount
II.2.7)
Case No. 0006711-96.2012.8.19.0001
Court of origin
6 th lower business court of the judicial district of Rio de Janeiro (RJ)
Appellate degree
Filing date
January 9, 2012
Litigating parties
Plaintiff: Tamoyo Investimentos S.A. C.T.V.M.

Defendant: BM&FBOVESPA and BVRJ

risk
The plaintiff seeks compensation for substantial damages allegedly resulting from plaintiff not having
been authorized to exchange its BVRJ membership certificates for membership certificates of
Bovespa, then the operator of the So Paulo Stock Exchange. The indemnity amount is to be
determined in liquidation proceedings.
Purpose and
This is an indemnity action where plaintiff Tamoyo seeks to have BVRJ and BM&FBOVESPA jointly
liable to pay indemnification for substantial damages allegedly resulting from plaintiff not having been
authorized to exchange its BVRJ membership certificates for membership certificates of Bovespa,
(then operator of the So Paulo Stock Exchange), which in turn, in the subsequent merger with
BM&FBOVESPA, would have allowed the plaintiff to become a shareholder of the latter. The co defendants filed their answers, and the Brazilian Securities Commission (CVM), acting as amicus
curiae, provided information and expressed opinion that the plaintiffs claim is baseless. The lower
court decision found the action invalid after accepting the defendants argument that plaintiff failed to
meet the requirements that applied to the original exchange of membership certificates. Plaintiff
appealed; the Court of Appeals of Rio de Janeiro granted the appeal, reversing the lower court
decision to order the co-defendants to pay indemnification, whose amount is to be determin ed in
liquidation proceedings. Each of the co-defendants filed motions to clarify, which were rejected. They
then filed special and extraordinary appeals, which the appellate court ruled inadmissible. BVRJ filed
motion to clarify the latter decision, which is now pending a ruling by the Court of Appeals of Rio de
Janeiro. And BM&FBOVESPA filed interlocutory appeals against the appellate courts decisions on
admissibility of the special and extraordinary appeals, which with the plaintiffs counter -arguments
will be sent for consideration by the higher court.
Possible
In the event of defeat, we would have to pay indemnification whose amount will to be arbitrated in
liquidation proceedings.
Provisioned amount
II.3 BVRJ
II.3.1)
Court of origin
Case No. 0126206-81.2005.8.19.0001 (lower court case No. 2005.0011280485)

7 th lower business court of the judicial district of Rio de Janeiro State of Rio de Janeiro (RJ)
Filing date
October 14, 2005
Litigating parties
Plaintiff: Estate of Marco Antnio da Silva Abreu.

Defendant: BVRJ (formerly, the Rio de Janeiro Stock Exchange)
Compensation for moral damages, plus redress for shares (plus cash distributions) plaintiff
supposedly sold through brokerage firm named Tamoyo at a time when the shares were allegedly
19
deposited for safekeeping at CLC (the central securities depository ass ociated with BRVJ) but could
not be found in the relevant custody account.
Purpose and
The plaintiff in this action seeks redress from BVRJ in connection with an alleged sale of shares
intermediated by brokerage firm Tamoyo at a time when the shares were supposedly deposited for
safekeeping at CLC (central securities depository associated with BVRJ) but could not be found in the
relevant custody account. Furthermore, plaintiff seeks compensation for moral damages ensuing
from the loss of shares. The plaintiff claims negligence on the part of BVRJ/CLC allegedly for having
failed to provide the auditors with adequate documentation of the relevant operations, so that the
auditors reported findings supposedly contradicted reality.
BVRJ answered; the plaintiff replied; the expert investigation followed. The lower court decision
found the claim partially valid, having ordered BVRJ to deliver to plaintiff 1,463,658 common shares
of Banco.do.Brasil plus 13,651 preferred shares of Petrobras, in addition to a R$12.9 million
indemnity related to dividends paid to the Banco do Brasil shares plus a R$13 9 thousand indemnity
related to dividends paid to the Petrobras shares. The indemnities are to be paid as adjusted for
inflation from December 15, 2010, and accruing interest on arrears at a rate of 1% per month from
date lawsuit filing date. The decision further orders BVRJ to pay loss of suit expenses (procedural
costs plus fees of plaintiffs counsel arbitrated at 10% of the total value of the decision). BVRJ
appealed. The higher court partially granted the appeal, having vacated the appealed decision a nd
remanded the case record back to the lower court for the expert investigation to be completed and
the evidence reassessed thereafter. The complementary expert investigation is now set to take place.
Possible
A defeat would require disbursements in the equivalent of the market price of 1,463,658 common
shares of Banco.do.Brasil plus 13,651 preferred shares of Petrobras, plus disbursement of indemnity
for cash distributions, as accruing interest in arrears at the legal rate plus adjustment for inflation.
Provisioned amount
(III) Labor law cases

III.1 BM&FBOVESPA
Investigating authority
Civil Inquiry No. 04300.2012.02.000/2

2 nd Regional Attorneys Office Labor-Related Matters (So Paulo State)
Legal authority level
First level of legal authority
Filing date
September 20, 2012
Parties to the inquiry
Probing authority: Labor Prosecution Office.

Subject of inquiry: BM&FBOVESPA
Not applicable.
Purpose and
The Labor Prosecution Office opened this civil inquiry following an inspection of the Ministry of Labor
and Employment which raised concerns over alleged irregularities related to the minimum rest/meal
periods employees and interns are given. The applicable legal thresholds for employees are eleven hour rest periods between working days and one-hour meal periods during a working day; with
shorter periods set with regard to interns. Prompted to clarify why the alleged irregularities were
allowed to happen, we stressed these were a few extraordinary events related to very particular
circumstances, where some professionals and interns spent an exceptional number of hours at work.
We also stressed this is not a regular practice, as we comply with applicable labor laws and strive to
provide employees with the means and resources to improve wellness and quality of life. The
Prosecution Office is now set to issue an opinion in connection with the inquiry.
Possible
A finding of culpable irregularity would require we agree a Conduct Adjustment Instrument (akin to
a cease-and-desist commitment) with the Labor Prosecution Office, whereby we commit to observe
the law and abstain from recurring infringements or else face public civil action.
Provisioned amount
4.4
Arbitration proceedings; legal and administrative proceedings not protected by absolute privilege,
where the Company or a subsidiary litigates with against any of a current or former director, officer or
controlling shareholder or investor.
As of the date of this Reference Form there are no legal, administrative or arbitration proceedings (not protected by absolute
privilege) in which the Company or a subsidiary litigates against any of a current or former director or officer or controlling
shareholder or investor in our own securities or those of a subsidiary.
4.5
Material legal proceedings protected by absolute privilege.
Other than as disclosed and discussed above, as of the date of this Reference Form there are no material proceedings protected
by absolute privilege to which either the Company or any of its subsidiaries is party.
4.6
Material arbitration, legal and administrative proceedings not protected by absolute privilege, whose
outcome (taken collectively) could materially affect the Company or a subsidiary.
(I) Labor Cases
As of December 31, 2013, our Company and subsidiaries were parties to 243 labor claims, which classify into two main groups:
20
I Claims by former employees. These refer to 113 labor cases (46.50% of the total) involving claims for salary
differences (in large part related to overtime, salary equalization and health hazard allowance, among other things). In
this group, 47 claims (contingent liabilities of R$13,984,273.63) have been assessed as a probable defeat, whereas 44
claims (contingent liabilities of R$30,279,440.16) have been assessed as a possible defeat. A total of 22 cases have been
assessed as entailing remote prospects for a defeat.
Number of claims
assessed as a
probable defeat
Party
Company
BVRJ
Brazilian Commodities
Exchange
TOTAL
Contingent liabilities
under claims assessed as
a probable defeat
Number of claims
assessed as a
possible defeat
under claims assessed as
a possible defeat
44
30.279.440,16
43
13,488,012.85
213,754.19
282,506.59
47
44
13,984,273.63
30,279,440.16
II Third-party claims (other than former employees). These refer to 130 claims (53.47% of the total) filed by former
employees of outsourced providers and brokerage firms seeking to have our Company or a subsidiary held jointly and/or
secondarily liable for severance and other payments on grounds that Precedent 331 of the Superior Labor Court (TST) is
applicable. These claims substantially classify into three groups, as follows:
a.
This group comprises 31 claims, where 29 have been brought against a number of brokerage firms and us by
former pit traders that used to work on the exchange floor. In addition, the Capital Market Workers Union ( Sindicato dos
Trabalhadores em Mercados de Capitais) appears as plaintiff on behalf of unionized workers in two claims against a number of
brokerage firms and us arguing our former trading floor posed an environmental health hazard for traders and other workers,
who thus should have been compensated in the form of additional health hazard allowance payments. The decisions thus far
issued by the courts upheld our arguments, having overruled the plaintiffs allegations, setting aside the notion that we hold
secondary liability in the litigated issues, because (i) the plaintiffs true employers were the co-defendant brokerage firms for
which they worked, and the allegation of indirect employment by us is baseless (including as to cases where health hazard
allowance payments are claimed); and (ii) the exchange floor has long been shut down, so that objective expert evidence
can no longer be obtained and the courts have refused to consider evidence possibly given in older cases . Thus, based on
evaluations by counsel, Management classifies the prospects for a defeat in these cases as remote, except for two cases
(contingent liability of R$178,302.71) where the employer brokerage firm and us have been found jointly liable for the
amounts claimed, thus leading Management to classify the related contingency as a probable defeat.
b.
77 lawsuits have been brought by former employees of outsourced providers of cleaning and security services
that claim differences in severance payments received from their former employers. As a result, we are susceptible to being
found secondarily liable in 34 claims assessed as a probable defeat (contingent liabilities of R$1,720,767.31); whereas in 27
other claims (contingent liabilities of R$2,495,239.20), the prospects for a defeat have been assessed as possible. The
remaining 16 claims have been assess entailing remote prospects for a defeat.
Party
Number of claims
assessed as a
probable defeat
34
0
34
Company
BVRJ
TOTAL
under claims assessed as a
probable defeat (in R$)
Number of claims
assessed as a
possible defeat
27
27
1,720,767.31
1,720,767.31
Contingent liabilities under

claims assessed as a possible
defeat(in R$)
2,495,239.20
2,495,239.20
c.
22 claims have been brought by former employees of outsourced providers of IT services. The prospects for a
defeat in 14 of these claims (contingent liabilities of R$9,189,409.92) have been assessed as probable, whereas the
prospects in 5 other claims (contingent liabilities of R$1,913,560.49) have been assessed as possible. The remaining three
cases were assessed as entailing remote prospects for a defeat.
Party
Number of claims
assessed as a
probable defeat
Company
14
TOTAL
14
under claims assessed as a
probable defeat (in R$)
9,189,409.92
9,189,409.92
Number of claims
assessed as a
possible defeat
Contingent liabilities under

claims assessed as a possible
defeat(in R$)
1,913,560.49
1,913,560.49
d. We provision contingent liabilities (based on value on action ascribed by claimants) where the prospects for defeat
in a claim are classified as probable. For this reason, we understand these labor claims entail no material risk to our
business.
(II) Tax Cases
There are no arbitration or administrative or court proceedings consisting of repetitive or connected cases of a tax nature,
whether or not protected by absolute privilege, whose outcome (taken collectively) could materially affect us or any of our
subsidiaries.
(III) Civil Law Cases
(III.1)
21
Repetitive Cases I
Plaintiffs; original or
appellate courts;
case numbers
(a) Ordinary Action Case Record No. 0125497-40.2008.8.26.0100 (former case No.
583.00.2008.125497-9) 29 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the
appellate stage Civil Appeal No. 9095570-75.2009.8.26.0000 - Plaintiff: Carlos Rodrigues Jnior;
(b) Ordinary Action Case Record No. 583.00.2008.125496-6 16 th Lower Civil Court of the Central
Courthouse of So Paulo, currently at the appellate stage Civil Appeal No. 012549655.2008.8.26.0100 Plaintiff: Paulo Roberto Ferreira de Sena;
(c) Ordinary Action Case Record No. 0125498-25.2008.8.26.0100 (former case No.
appellate stage Civil Appeal No. 9204350-79.2009.8.26.0000 Plaintiff: Jurandir Pinheiro de Castro;
(d) Ordinary Action Case Record No. 583.00.2008.125499-4 12 th Lower Civil Court of the Central
Courthouse of So Paulo, currently at the appellate stage Civil Appeal No. 9138494-71.2009.8.26.0000
- Plaintiff: Walter Silva Junior;
(e) Ordinary Action Case Record No. 0136416-88.2008.8.26.0100 (former case No.
583.00.2008.136416-9) 2 nd Lower Civil Court of the Central Courthouse of So Paulo, currently at the
appellate stage Civil Appeal No. 0136416-88.2008.26.0100 Plaintiff: Egemp Gesto Patrimonial Ltda.;
(f) Ordinary Action Case Record No. 583.00.2008.129505-7 9 th Lower Civil Court of the Central
Plaintiff: Reginaldo Goncales da Silva;
(g) Ordinary Action Case Record No. 0130365-61.2008.8.26.0100 (former case No.
appellate stage Civil Appeal no. 0130365-61.2008.8.26.0100 Plaintiff: Solidez Corretora de Cmbio,
Ttulos e Valores Mobilirios Ltda;
(h) Ordinary Action Case Record No. 0125495-70.2008.8.26.0100 (former case No.
appellate stage Appeal no. 0125495-70.2008.8.26.0100 in the Court of Appeals of So Paulo
Plaintiff: Roberto Magalhes Duprat;
(i) Ordinary Action Case Record No. 0129506-45.2008.8.26.0100 (former case No.
appellate stage Civil Appeal No. 0129506-45.2008.8.26.0100 Plaintiff: Jair do Nascimento;
(j)
Ordinary
Action
Case
Record
No.
0130362-09.2008.8.26.0100
(former
case
No.583.00.2008.130362-9) 9 th Lower Civil Court of the Central Courthouse of So Paulo, currently at
the appellate stage Special Appeal No. 1.328.897/SP Plaintiff: Aureum Corretora;
(k) Ordinary Action Case Record No. 0101785-84.2009.8.26.0100 (former case No.
583.00.2009.101785-7) 39 th Lower Civil Court of the Central Courthouse of So Paulo, curr ently at the
appellate stage Appeal no. 0101785-84.2009.8.26.0100 Plaintiff: Banex Distribuidora de Ttulos e
Valores Mobilirios;
(l) Ordinary Action Case Record No. 0243345-48.2008.8.26.0100 (former case No.
583.00.2008.243345-0) 1 st Lower Civil Court of the Central Courthouse of So Paulo, currently at the
appellate stage Civil Appeal No. 0243345-48.2008.8.26.0100 Plaintiff: Carmine Enrique Filho;
(m) Ordinary Action Case Record No. 583.00.2009.197829-0 12 th Lower Civil Court of the Central
Courthouse of So Paulo, currently at the appellate stage Civil Appeal no. 0197829-68.2009.8.26.0100
Plaintiff: Future Premium;
(n) Ordinary Action Case Record No. 583.00.2008.212130-9 14 th Lower Civil Court of the Central
Courthouse of So Paulo Plaintiff: Granleo Comrcio e Indstria de Sementes Oleaginosas e
Derivados;
(o) Ordinary Action Case Record No. 0197372-36.2009.8.26.0100 (former case No.
appellate stage Civil Appeal No. 0197372-36.2009.8.26.0100 Plaintiff: Mario Cesar Nassif da
Fonseca;
(p) Ordinary Action Case Record No. 0243341-11.2008.8.26.0100 (former case No.
583.00.2008.243341-9) 37 th Lower Civil Court of the Central Courthouse, currently at the appellate
stage Civil Appeal No. 0243341-11.2008.8.26.0100 Plaintiff: Renato Enrique;
(q) Ordinary Action Case Record No. 0212131-39.2008.8.26.0100 (former case No.
stage Civil Appeal No. 0212131-39.2008.8.26.0100 Plaintiff: Shan Ban Chun;
(r) Ordinary Action Case Record No. 0184184-39.2010.8.26.0010 (former case No. 583.00.2010.184184-2)
15th Lower Civil Court of the Central Courthouse Plaintiff: Flavio Barreto Moreira;
(s) Ordinary Action Case Record No. 0184065-78.2010.8.26.0100 (former case No.
stage Civil Appeal No. 0184065-78.2010.8.26.0100 Plaintiff: Jos Carlos Citti de Paula;
(t) Ordinary Action Case Record No. 0184083-02.2010.8.26.0100 (former case No.
stage Appeal no. 0184083-02.2010.8.26.0100 Plaintiff: Ricardo Lombardi de Barros;
(u) Ordinary Action Case Record No. 0104331-78.2010.8.26.0100 (former case No.
583.00.2010.104331-4) 1 st Lower Civil Court of the Central Courthouse, currently at the appellate
stage Civil Appeal No. 0104331-78.2010.8.26.0100 Plaintiff: Luiz Carlos Ferreira;
(v) Ordinary Action Case Record No. 0184070-03.2010.8.26.0100
(former case No.
stage Civil Appeal No. 0184070-03.2010.8.26.0100 Plaintiff: Alexandre de Freitas Nuzzi;
(w) Ordinary Action Case Record No. 0184078-77.2010.8.26.0100 (former case No. 583.00.2010.184078-5)
6 th Lower Civil Court of the Central Courthouse Plaintiff: Rogrio Sandes Cardoso;
22
Plaintiffs; original and

appellate courts;
case numbers
(x) Ordinary Action Case Record No. 0183812-90.2010.8.26.0100 (former case No.
583.00.2010.183812-8) 31 st Lower Civil Court of the Central Courthouse, currently at the appellate
stage Civil Appeal No. 0183812-90.2010.8.26.0100 Plaintiff: Target Consultoria Financeira;
(y) Ordinary Action Case Record No. 0184197-38.2010.8.26.0100 (former case No.
stage Civil Appeal No. 0184197-38.2010.8.26.0100 Plaintiff: Vagner Blantes;
(z) Ordinary Action Case Record No. 0183536-59.2010.8.26.0100 (former case No.
583.00.2010.183536-2) 31 st Lower Civil Court of the Central Courthouse of So Paulo, currently at the
appellate stage Civil Appeal No. 0183536-59.2010.8.26.0100 Plaintiff: Edson Cerreti;
(aa) Ordinary Action Case Record No. 0182475-66.2010.8.26.0100 (former case No.
appellate stage Civil Appeal No. 0182475-66.2010.8.26.0100 Plaintiff: Treviso Corretora de Cmbio
Ltda;
(ab) Ordinary Action Case Record No. 0197368-96.2009.8.26.0100 (former case No.
583.00.2009.197368-0) 34 th Lower Civil Court of the Central Courthouse of So Paulo Plaintiff:
Ernesto Matalon;
(ac) Ordinary Action Case Record No. 0244812-62.2008.8.26.0100 (former case No.
appellate stage Civil Appeal No. 0244812-62.2008.8.26.0100 Plaintiff: Antonio Carlos Rago Cano;
(ad) Ordinary Action Case Record No. 583.00.2008.151231-9 19 th Lower Civil Court of the Central
Courthouse, currently at the appellate stage Appeal no. 0317709-63.2009.8.26.0000 (formerly case
994.09.317709-3), in the Court of Appeals of So Paulo Carlos Eduardo Chamma Lutfalla Et Al.;
(ae) Ordinary Action Case Record No. 583.00.2009.115872-8 8 th Lower Civil Court of the Central
(formerly case 990.10.058207-0) in the Court of Appeals of So Paulo Plaintiff: Cludio Coppola Di
Todaro;
(af) Ordinary Action Case Record No. 583.00.2007.256585-8 16 th Lower Civil Court of the Central
(formerly case 994.09.300971-3) in the Court of Appeals of So Paulo Plaintiffs: Rivale
Representaes, Marisa Lojas, and Dcio Goldfarb;
(ag) Ordinary Action Case Record No. 0019539-14.2010.4.03.6100 2 nd Lower Civil Court of the
Central Courthouse of So Paulo, currently at the appellate stage Plaintiff: Esboriol Participaes e
Empreendimentos Ltda.;
(ah) Ordinary Action - Case Record No. 583.00.2007.264023-3 2nd Lower Civil Court of the Central
Courthouse of So Paulo, currently at the appellate stage Civil Appeal no. 0264023-21.2007.8.26.0100, in
the Court of Appeals of So Paulo Plaintiff: Ernesto Rahmani and Ike Rahmani.
Defendant
BM&FBOVESPA and BM&F Association, each as a successor to BM&F Mercantile and Futures Exchange (a
mutualized non-profit exchange)
Amounts, assets, rights

at risk
Plaintiffs intend to regain ownership rights in common membership certificates previously held in the old
futures exchange, BM&F (then a mutualized exchange, which later went public and merged with
BM&FBOVESPA), in order to have them replaced with an equivalent number of shares of BM&FBOVESPA.
The financial value at risk in these cases would have to be determined in proceedings for calculation of the
award and enforcement of judgment.
Purpose and principal

related facts
These are ordinary actions in which the Plaintiffs sustain irregularities have occurred relative to the 52 nd
Extraordinary General Meeting of the members of the former independent exchange known as BM&F
Mercantile and Futures Exchange, whose order of business was a decision concerning the proposed
demutualization and subsequent spin-off of the BM&F, then a mutual association. The Plaintiffs also object
to the valuation of their membership certificates and the plan of exchange for sha res of the demutualized
corporation emerging from the spin-off, which they claim failed to take into account earnings retained since
1994. The plaintiffs applied for interim relief in the form of an injunction annulling the meeting or, in the
alternative, as a secondary plea, a court order nullifying the members decision that approved the
valuation of membership certificates , coupled with an order for defendants to refund losses supposedly
incurred for lack of adjustments to the value of their membership certificates. In the answer, the
defendants sustained preliminary arguments of lack of interest in the action (a justiciable controversy) and
legal impossibility of the claim, while on the merits claiming for the invalidity of the actions (due to lack of
legal basis), in addition to offering appropriate arguments concerning the peculiarities of each case.
Except for the suits filed by Flavio Barreto Moreira item (r); Rogrio Sandes Cardoso item (w); Ernesto
Matalon item (ab); Esboriol item (ag); and Ernesto and Ike Rahmani item (ah), lower court decisions
have been issued for all other cases. A number of decisions have adjudged the case on its merits, finding
for the claim invalidity, whereas some other decisions dismissed the action without preju dice. Every one of
these decisions has been appealed.
Higher court decisions are still pending in connection with the appeals filed by Jurandir Pinheiro de Castro
item (c), Egemp Gesto Patrimonial item (e), Reginaldo Goncales da Silva item (f), Jair do Nascimento
item (i), Banex DTVM item (k), Future Premium - item (m), Granleo Comrcio e Indstria de Sementes
Oleaginosas e Derivados item (n) and Alexandre de Freitas Nuzzi item (v), Vagner Blantes item (y),
Edson Cerreti item (z), and Antonio Carlos Rago Cano item (ac).
In all other cases, the appellate court judgments upheld the appealed lower court decisions, which found
for the invalidity of the claims. The following plaintiffs have already appealed these judgments:
(1) Paulo Roberto Ferreira de Sena [item (b)] filed special appeal, which has yet to be processed;
(2) Walter Silva Junior [item (d)] filed special appeal, which has yet to be processed;
(3) Solidez CCTVM [item (g)] filed special appeal, which has yet to be processed;
23
(4) Roberto Duprat [item (h)] filed special appeal, which has yet to be processed;
(5) Aureum Corretora [item (j)] filed special appeal, which at the Superior Court of Justice was assigned
case record No. 1.328.897;
(6) Mario Cesar Nassif da Fonseca [item (o)] filed special appeal, which has yet to be processed;
(7) Renato Enrique [item (p)] filed special appeal addressed to the Superior Court of Justice. While the
appealed court accepted the appeal as eligible and admissible, the case record has yet to be remitted to
the higher court;
(8) Shan Ban Chun [item (q)] filed special appeal, which has yet to be processed;
(9) Jos Carlos Citti de Paula [item (s)] filed special appeal, which has yet to be processed;
(10) Ricardo Lombardi de Barros [item (t)] filed special appeal, which has yet to be processed;
(11), Luiz Carlos Ferreira [item (u)] filed special appeal addressed to the Superior Court of Justice, which
the appealed court dismissed as ineligible and inadmissible in a ruling still subject to being appealed;
(12) Target Consultoria Financeira [item (x)] filed both special and extraordinary appeals, which have yet
to be processed;
(13) Treviso Corretora de Cmbio Ltda [item (aa)] filed special appeal, which has yet to be processed;
(14) Cludio Coppola Di Todaro [item (ae)] filed both special and extraordinary appeals, which have yet to
be processed; and,
(15) Rivale Representaes, Marisa Lojas, and Dcio Goldfarb [item (af)] filed interlocutory appeal in the
record of the special appeal previously filed (AResp No. 140.444).
In all other cases, the plaintiffs still have time to file motions for clarification of the respective appellate
court judgments or otherwise appeal these judgements to the Superior Court of Justice.
Practice originating the
contingency
Supposed irregularities related to the 52 nd Extraordinary General Meeting of the members of the former
independent exchange known as BM&F Mercantile and Futures Exchange, which approved the proposed
demutualization and subsequent spin-off of BM&F, then a mutualized entity. The Plaintiffs also object to the
valuation of their membership certificates and the plan of exchange for shares of th e demutualized company.
Remote
Impact in case of a
defeat
Given the time elapsed since these actions were filed, and the general context in which these cases have
evolved, we understand the worst-case scenario would be one where the Company is required to pay
compensation for losses. A decision annulling the demutualization decision at this point would be highly
unlikely for it would be impractical and virtually impossible to revert to a pre -demutualization state of affairs.
However, it is very difficult to make a reasonable estimate of indemnity amounts because of the multiple
imponderable factors that would have to be taken into account for this purpose. In the unlikely event we were
to be defeated in any of these cases, the court decision would have to establish guidelines for calculation of
the award, as otherwise it seems impossible to assign value to a plaintiffs supposed losses.
Provisioned amount
(III.2)
Repetitive Cases II
appellate courts;
case numbers
(a) Ordinary Action Case Record No. 055287-69.2008.8.26.0100 (former case No.583.00.2008.155287-5)
32 nd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 924647329.2008.8.26.0000 Plaintiff: Lawrence Pih;
(b) Ordinary Action Case Record No. 0155286-84.2008.8.26.0100 (former case No. 583.00.2008.155286-2)
37 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate st age Civil
Appeal No. 0155286-84.2008.8.26.0100 Plaintiff: Andr Arantes;
(c) Ordinary Action Case Record No. 0113283-80.2009.8.26.0100 (former case No. 583.00.2009.113283-6)
13 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0113283-80.2009.8.26.0100 Plaintiff: Claudio Monteiro da Costa;
(d) Ordinary Action Case Record No. 0113286-35.2009.8.26.0100 (former case No. 583.00.2009.113286)
23 rd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0113286-35.2009.8.26.0100 Plaintiff: Fernando Alexandre Esboriol;
(e) Ordinary Action Case Record No. 0113284-65.2009.8.26.0100 (former case No. 583.00.2009.113284-9)
2 nd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil Appeal
No. 0113284-65.2009.8.26.0100 Plaintiff: Henrique S. Filho;
(f) Ordinary Action Case Record No. 0113285-50.2009.8.26.0100 (former case No. 583.00.2009.113285-1)
Appeal No. 9177337-08.2009.8.26.0000 Plaintiff: Seeiche Abe.
(g) Ordinary Action Case Record No. 0184100-38.2010.8.26.0100 (former case No. 583.00.2010.184100-2)
Appeal No. 0184100-38.2010.8.26.0100 Plaintiff: Carlos Eduardo Miranda Teixeira;
(h) Ordinary Action Case Record No. 0184181-84.2010.8.26.0100 (former case No. 583.00.2010.184181-4)
Appeal No. 0184181-84.2010.8.26.0100 Plaintiff: Celso Rodrigues;
(i) Ordinary Action Case Record No. 0184093-46.2010.8.26.0100 (former case No. 583.00.2010.184093-9)
12 th Lower Civil Court of the Central Courthouse of So Paulo Civil Appeal No. 0184093-46.2010.8.26.0100
Plaintiff: Correta Corretora;
(j) Ordinary Action Case Record No. 0184183-54.2010.8.26.0100 (former case No. 583.00.2010.184183-0)
38 th Lower Civil Court of the Central Courthouse of So Paulo Plaintiff: Edilson Morais Alencar;
(k) Ordinary Action Case Record No. 0184182-69.2010.8.26.0100 (former case No. 583.00.2010.184182-7)
10 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage (Civil Appeal
pending registration with the Court of Appeals) Plaintiff: Fabio Causso Feola;
24
(l) Ordinary Action Case Record No. 0184076-10.2010.8.26.0100 (former case No. 583.00.2010.184076-0)
Appeal No. 0184076-10.2010.8.26.0100 Plaintiff: Izael Camillo dos Anjos;
(m) Ordinary Action Case Record No. 0184060-56.2010.8.26.0100 (former case No. 583.00.2010.184060-0)
Appeal no. 0184060-56.2010.8.26.0100 Plaintiff: Marcos Bianco Bastos;
(n) Ordinary Action Case Record No. 0184085-69.2010.8.26.0100 (former case No. 583.00.2010.184085-0)
36 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appel late stage Civil
Appeal No. 0184085-69.2010.8.26.0100 Plaintiff: Roberto Allan de Moraes Barros;
(o) Ordinary Action Case Record No. 0184092-61.2010.8.26.0100 (former case No. 583.00.2010.184092-6)
Appeal No. 0184092-61.2010.8.26.0100 Plaintiff: Ronaldo Caire;
(p) Ordinary Action Case Record No. 0132917-28.2010.8.26.0100 (former case No. 583.00.2010.132917-9)
7 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil Appeal
No. 0132917-28.2010.8.26.0100 Plaintiff: Srgio Prado Frigo;
(q) Ordinary Action Case Record No. 0184067-48.2010.8.26.0100 (former case No. 583.00.2010.184067-9)
Appeal No. 0184067-48.2010.8.26.0000 Plaintiff: Henrique Bispo Pimentel;
(r) Ordinary Action Case Record No. 0184068-33.2010.8.26.0100 (former case No. 583.00.2010.184068-1)
Appeal No. 0184068-33.2010.8.26.0100 Plaintiff: Paulo Srgio Albanezi;
(s) Ordinary Action Case Record No. 0184196-53.2010.8.26.0100 (former case No. 583.00.2010.184196-1)
11 th Lower Civil Court of the Central Courthouse of So Paulo Plaintiff: Pedro Augusto Spinola;
(t) Ordinary Action Case Record No. 0184091-76.2010.8.26.0100 (former case No. 583.00.2010.184091-3)
4 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil Appeal
No. 0184091-76.2010.8.26.0100 Plaintiff: Ulisses Sandes Cardoso;
(u) Ordinary Action Case Record No. 0175422-97.2011.8.26.0100 (former case No. 583.00.2011.175422-6)
Appeal No. 0175422-97.2011.8.26.0100 Plaintiff: BVL Corretora.
(v) Ordinary Action Case Record No. 0116425-24.2011.8.26.0100 (former case No. 583.00.2011.116425-1)
30 h Lower Civil Court of the Central Courthouse of So Paulo Plaintiff: Roberto Cordeiro Simes;
(w) Ordinary Action Case Record No. 0126956-72.2011.8.26.0100 (former case No. 583.00.2011.126956-4)
10 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage (Civil Appeal
pending registration with the Court of Appeals) Plaintiff: Robson Rodrigo de Souza;
(x) Ordinary Action Case Record No. 0019453-43.2010.4.03.6100 12 th Lower Civil Court of the Central
Courthouse of So Paulo Plaintiff: Carlos Eduardo Rodrigues.
Defendant
BM&FBOVESPA, as successor to BM&F Mercantile and Futures Exchange (originally, a mutualized entity),
and BM&F Association
Amounts, assets, rights

at risk
Plaintiffs intend to regain ownership rights in common membership certificates previously held in the old
So Paulo Commodities Exchange (Bolsa de Mercadorias de So Paulo) , or BMSP, and, thus, an equivalent
interest in membership certificates of the old futures exchange, BM&F (then a mutualized exchange, which
later went public and merged with BM&FBOVESPA), in order to have such interest replaced with an
equivalent number of shares of BM&FBOVESPA. The financial value at risk in these cases would have to be
determined in proceedings for calculation of the award and enforcement of judgment.

related facts
These are actions brought against BM&FBOVESPA and the BM&F Association, each as a successor to former
BM&F Mercantile and Futures Exchange, whereby the plaintiffs seek a court order declaring the
ineffectiveness of a certain Partial Spin-Off Protocol and Justification agreed in September 2007 betw een
the mutual association named BM&F and the corporation named BM&F S.A. The Plaintiffs sustain such
document cancelled membership certificates in the mutual association named BM&F before the
consolidation with BMSP had been completed, which, they argue, was in conflict with the terms of a 1991
Memorandum of Understanding between BMSP and BM&F, thus rendering the spin -off agreement void.
Except for the lawsuits of plaintiffs Roberto Cordeiro Simes item (w) and Carlos Eduardo Rodrigues
item (x), lower court decisions have been issued in all of these cases, either holding the claim invalid or
dismissing the action without prejudice. In each if these cases, the plaintiffs appealed the decision.
The appeals filed by Edilson Morais Alencar item (j) and Pedro Augusto Spinola item (s) have yet to
be processed and remitted to the higher court. The appeals filed by Lawrence Pih item (a), Andr
Arantes item (b), Claudio Monteiro da Costa item (c), Fernando Alexandre Esboriol item (d),
Seeiche Abe item (f), Carlos Eduardo Miranda Teixeira item (g), Marcos Bianco Bastos item (m),
and Roberto Allan de Moraes Barros item (o) have all been accepted but are still pending trial by the
So Paulo Court of Appeals.
Additionally, in all other cases, the appellate court judgments denied the appeals of the plaintiffs, with
the following having already appealed these judgments:
(1) Henrique S. Filho [item (e)] filed special appeal, which has yet to be processed;
(2) Celso Rodrigues [item (h)] filed special and extraordinary appeals addressed to the Superior Court of
Justice, both of which the appealed court ruled inadmissible causing the plaintiff to file interlocutory
appeals. The court has considered these latter appeals and the latest rulings now have t o be forwarded for
consideration by the Superior Court of Justice;
(3) Correta Corretora [item (i)] filed special appeal, which has yet to be processed
(4) Fabio Causso Feola [item (k)] filed special appeal, which has yet to be processed;
(5) Izael Camillo dos Anjos [item (l)] filed special appeal, which has yet to be processed;
25
(6) Ronaldo Caire [item (o)] filed both special and extraordinary appeals, which have yet to be processed;
(7) Henrique Bispo Pimentel [item (q)] filed special appeal, which has yet to be processed;
(8) Paulo Srgio Albanezi [item (r)] filed special appeal, which has yet to be processed;
(9) BVL Corretora [item (u)] filed special appeal, which has yet to be processed;
(10) Robson Rodrigo de Souza [item (w)] filed both special and extraordinary appeals, which have yet to
be processed.

contingency
Supposed ineffectiveness of the terms of the Partial Spin-Off Protocol and Justification agreed in
September 2007 between the mutualized entity named BM&F and the corporation named BM&F S.A. The
plaintiffs argue their ineffectiveness stems from the document having addressed the cancellation of the
membership certificates in BM&F before the consolidation of BM&F with BMSP, which they allege to be
inconsistent with the terms of a 1991 Memorandum of Intent agreed by BM&F and BMSP, thereby giving
rise to ineffectiveness which should now be recognized.
Remote
Impact in case of a
defeat
Shares of BM&FBOVESPA (or the market value thereof) in the equivalent of each plaintiffs alleged interest
in common membership certificates of the mutual association named BM&F.
Provisioned amount
(III.3)
Repetitive Cases III
appellate courts;
case numbers
(a) Ordinary Action Case Record No. 0184098-68.2010.8.26.0100 (former case No. 583.00.2010.184098-2)
7th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184098-68.2010.8.26.0100 Plaintiff: Henrique Bispo Pimentel;
(b) Ordinary Action Case Record No. 0184069-18.2010.8.26.0100 (former case No.583.00.2010.184069-4)
1 st Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage (Civil
Appeal No. 0184069-18.2010.8.26.0100) Plaintiff: Marcos Bianco Bastos;
(c) Ordinary Action Case Record No. 0184096-98.2010.8.26.0100 (former case No.583.00.2010.184096-7)
Appeal No. 0184096-98.2010.8.26.0100 Plaintiff: Seeiche Abe.
(d) Ordinary Action Case Record No. 0184097-83.2010.8.26.0100 (former case No.583.00.2010.184097-1)
3rd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184097-83.2010.8.26.0100 Plaintiff: Srgio Carnelosso.
Defendant
BM&FBOVESPA and Association BM&F (as successors to BM&F, originally a mutualized entity).

risk
The hypothetical present value for purlchase of a membership certificate (of the category special
agricultural commodities traders) in the old futures exchange, BM&F (then a mutualized exc hange,
which later went public and merged with BM&FBOVESPA), or, in the alternative, 10% of the hypothetical
present market value attributable to membership certificates issued to special traders. The financial
value at risk in these cases would have to be determined in proceedings for calculation of the award and
enforcement of judgment.

related facts
These are actions against BM&FBOVESPA and Association BM&F which object to, and challenge, the
cancellation of BM&F membership certificates of so-called Special Commodities Traders (execution
brokers /proprietary traders with access to both the futures market and OTC market) at the time of
the demutualization process, on the allegation that such cancellation hinged on the plaintiffs consent.
They seek to annul the cancellation decision or, in the alternative, as a secondary plea, to have
BM&FBOVESPA and Association BM&F held liable for paying indemnity in the equivalent of the
certificates hypothetical present market value. These actions were filed in September 2010 for
attributed value on the action of R$50,000.00. Both BM&FBOVESPA and Association BM&F answered
each of these lawsuits sustaining, as a preliminary argument, insufficiency of action ( lack of legal
grounds to substantiate the claim) and, on the merits, invalidity of the claims, as the certificates had
no intrinsic economic value, merely granting market access rights which were sustained after the
demutualization and the going-public process and, later, maintained by BM&FBOVESPA, as successor
and market operator, through market access permits whose issuance grants trading rights.
In all these cases, lower court decisions held the claims invalid, and were appealed. The appeals filed
by Marcos Bianco Bastos item (b) and Seeiche Abe item (c) are still pending judgment. The
appeals filed by Henrique Bispo Pimentel item (a) and Srgio Carnelosso item (d) were denied,
and the plaintiffs filed special appeal addressed to the higher court, which have yet to be processed .

contingency
Cancellation of BM&F membership certificates (carrying market access rights under the category special
agricultural commodities trader) in the course of the demutualization implemented in preparation of certain
merger transactions and a going-public process. In any event, after the demutualization, it was no longer
necessary for a broker or trader to hold a membership certificates in order to have market access rights.
Remote
Award for damages requiring payment of indemnity in the hypothetical present value for purchase of
special agricultural commodities trader membership certificates or, in the alternative, indemnity
equivalent to 10% of the hypothetical present market value attributable to membership certificates
issued to so-called special traders.
Provisioned amount
4.7
Other material contingent liabilities not previously discussed.
Other than the legal or administrative proceedings discussed under subsection 4.3 above, as of the date of this Reference Form
26
neither we have, nor any of our subsidiaries has additional contingent liabilities.
4.8
Rules applying in the home country jurisdiction and in the foreign jurisdiction where securities of the
issuer are held under custody.
BM&FBOVESPA is a corporation duly organized and regularly existing under the laws of Brazil. Our shares have been listed to
trade on a stock exchange in our home country, under the jurisdiction of Brazil. As we have not registered securities elsewhere,
this subsection is not applicable to us.
5. MARKET RISKS
5.1.
Quantitative and qualitative disclosure of the exposure to principal market risks
Sudden changes in macroeconomic conditions in Brazil and the Brazilian governments significant influence over
the domestic economy could adversely affect our business, results of operations and the market price of our
shares.
The volume of business in some of our primary business lines, including trading and post-trade services covering equities and
multiple derivatives, is directly exposed to risks related to the general performance of the Brazilian economy, which is heavily
influenced by the Brazilian governments policies, regulations and actions which intervene in the general direction of the
domestic economy, and in the capital markets and financial services industry. Certain factors and economic indicators,
including, among other things, inflation rates, interest rates, exchange rates, credit availability and liquidity in the domestic
financial and capital markets, impact the level of capital market activity both directly and indirectly ultimately influencing the
volume of business on markets we operate. In addition, uncertainty over whether the Brazilian government will implement
changes in policies and regulations, including changes in fiscal and monetary policies, in tax rates or the taxation system, or
whether it will adopt a more restrictive interpretation of existing rules that affect these or other factors contributes to economic
uncertainty and heightens market volatility, which could adversely affect the volume of business on markets we operate and, in
the final analysis, our business, cash flow, financial condition and results of operations, as well as the market price of our shares.
For a better understanding, we set forth below a list of developments with potential to affect economic indicators, and of
government actions and measures which, if implemented in the future, could potentially and adversely affect macroeconomic
conditions, the capital markets and financial services industry, as well as our business. These are examples only, based on past
experience, and we do not purport to provide an exhaustive list of any such factors, developments, actions or measures.
Changes in the level of economic activity and shifts in expectations for economic growth.
Economic slowdowns could adversely affect the performance of listed issuers and the market price of their shares;
The negative performance of a significant number of listed stocks could adversely affect the attractiveness of the stock
market, prompting investors to shun the domestic stock market;
Expectations of low economic growth could negatively affect the average volume of trading in derivatives contracts based
on interest rates, exchange rates and other derivative instruments.
Changes in the domestic benchmark interest rate and credit-crunch events.
Increases in the domestic benchmark interest rate could dampen the attractiveness of the stock market and elicit more
interest in fixed income investments;
The level of credit availability in Brazil could be negatively affected by interest rate rises, driving down investor demand for
hedging instruments (forward contracts, futures contracts and other derivative contracts);
A general shortening of financing duration could lead to investment concentration in short-term interest-based derivatives,
which could negatively impact our average rate per contract (RPC) for such type of contracts, as we charge lower fee rates
for these types of contracts.
Changes in foreign exchange rates.
Changes in foreign exchange rates could adversely affect expected returns on investments from cross-border investors
active in the domestic equities and derivatives markets;
Heightened exchange rate volatility could adversely affect the volumes traded in FX contracts and US-dollar denominated
interest rate contracts.
The Brazil real to U.S. dollar exchange rate has a direct impact on our average rate per contract (RPC) for groups of
derivative contracts based on the exchange rates, on the US-dollar denominated interest rate and on certain commodities,
as we our fee rates for these contract groups is denominated in U.S. dollars.
Changes in taxation and tax rates.
New taxes and increases in existing taxes on investments and returns on investments in products traded on markets we
operate could adversely and materially affect the attractiveness of, and volume of trading on these markets;
New taxes and increases in existing taxes on investments and returns on investments could prompt investors that
customarily deal on markets we operate to lose interest in capital market investing or to cut down on their volume of
dealings.
Changes in the taxation system as currently applying to us and the capital markets, particularly as a result of the Brazilian
courts or the federal revenue adopting more restrictive interpretations of existing tax rules applicable to financial
transactions, stock market trades and trades in derivatives and commodities, could adversely affect trading volumes,
thereby affecting our business, financial condition and results of operations.
Adoption of capital controls or creation of restrictions or taxes on capital flows.
Government actions to implement changes in fiscal and foreign exchange policies, adopt foreign exchange controls and
27
restrictions on capital flows, including by introducing or raising taxes on financial or capital market transactions, or otherwise
intervening in the capital markets and the financial services industry, could adversely affect the willingness of investors to
engage in capital market investing in Brazil and dampen the attractiveness of the domestic stock and derivatives markets.
Changes in the capital markets regulatory framework.
Changes in policies and the legal and regulatory frameworks of the capital markets, particularly as applying to the equities,
commodity and derivatives markets we operate could adversely affect our business.
Changes in the laws and regulations that apply to capital market investors and market participants that operate in Brazil
could adversely affect our business.
In addition, fluctuations in interest and exchange rates may adversely affect our net interest income, given that our interest
revenues substantially derive from investments in fixed rate assets whereas most of our interest expense is denominated in U.S.
dollars, as we are required to make U.S. dollar-denominated coupon payments under the global senior notes issued in our July
2010 cross-border bond offering (we have designated as hedging instrument that portion of the principal under the notes which
correlates with changes in exchange rates in order to hedge the foreign currency risk affecting that portion of our investment in
CME Group Inc. which is attributable to the offering notional amount of US$612 million a hedging instrument in a hedge of
net investment in a foreign operation).
Our business and the market price of our shares could be adversely affected by variable factors beyond our
control, including the global economic and financial landscape, the discretionary asset allocation strategies of
major international investors and the performance of stock and derivatives exchanges across the world.
We have no control over the perceived attractiveness of cross-border exchanges and the securities markets across the world, a
variable factor which could influence investor perception of the domestic securities markets and potentially have an adverse
impact on the volume of dealings in equities and derivatives processed in our trading and post-trade systems. Moreover,
cross-border investors account for a significant portion of the volumes traded in equities and derivatives on domestic markets.
If these investors were to change their asset allocation strategies to direct investment resources to other international markets,
the average volumes traded on markets we operate could fall, which would adversely affect our business, results of operations
and the market price of our shares.
Additionally, global economic slowdowns, inflation and exchange rate instability, credit unavailability and other uncertain or
adverse general economic conditions, globally or in major international capital markets, could adversely affect the Brazilian
economy both directly and indirectly and the volume of business on markets we operate.
5.2.
Market risk management policy
a.
risks against which protection through hedging is sought
Effective from July 16, 2010, we used the net proceeds from our US$612 million offering of global senior notes due July 2020 to
increase to 5.1% our ownership interest in shares of the CME Group, Inc. Thus, starting from the issue date of our global notes,
we have designated as hedging instrument that portion of the principal under the notes which correlates with changes in
exchange rates in order to hedge the foreign currency risk affecting that portion of our investment in the CME Group Inc. which
is attributable to the offering notional amount of US$612 million (a hedging instrument in a hedge of net investment in a
foreign operation, per Note 7 to our financial statements as of and for December 31, 2010). Accordingly, we have adopted net
investment hedge accounting pursuant to accounting standard CPC-38 (Financial Instruments: Recognition and Measurement),
for which purpose the hedging relationship has been formally designated and documented, including as to (i) risk management
objective and strategy for undertaking the hedge, (ii) category of hedge, (iii) nature of the risk being hedged, (iv) identification
of the hedged item, (v) identification of the hedging instrument, (vi) evidence of the actual statistical relationship between
hedging instrument and hedged item (retrospective effectiveness test) and (vii) a prospective effectiveness test.
Under CPC 38 (IAS 39) we are required to assess the hedge effectiveness periodically by conducting retrospective and
prospective tests. On testing backward-looking effectiveness, we adopt the ratio analysis method, also called dollar offset
method, as applied on a cumulative and spot-rate basis. We have tested the hedge effectiveness retrospectively and
prospectively, having determined that at December 31, 2013, there was no realizable ineffectiveness.
b.
hedging strategies
The purpose of our US$612 million senior notes offering of July 2010 was to fund our purchase of additional shares in the CME
Group, thereby increasing our aggregate holdings of their outstanding shares. Thus, starting from the notes issue date, we
designated as hedging instrument that portion of the principal under the notes which correlates with changes in exchange rates
in order to hedge the foreign currency risk affecting that portion of our investment in the CME Group Inc. which is attributable
to the notional amount of US$612 million (a hedging instrument in a hedge of net investment in a foreign operation).
c.
hedging tools used for protection
In order to hedge the foreign currency risk affecting that portion of our investment in the CME Group Inc. which is
attributable to the notional amount of US$612 million related to our July 16, 2010 senior notes offering whose proceeds
funded our additional acquisition of CME shares, we have designated that portion of the principal under the senior notes
which correlates with changes in exchange rates a hedging instrument in a hedge of net investment in a foreign operation,
regarding which we adopted net investment hedge accounting.
d.
guidelines adopted in managing these risks
For net investment hedge accounting, we adopt the guidelines provided by accounting standard CPC-38 (IAS 39) (Financial
Instruments: Recognition and Measurement). Accordingly, we have formally designated and documented the hedging
relationship as a hedging instrument in a hedge of net investment in a foreign operation, and assess the hedge effectiveness
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periodically by conducting retrospective and prospective tests.

e.
if the issuer trades in financial instruments other than to hedge risks, explain why
Not applicable, as we make no use of derivatives or adopt hedging strategies relative to our equity investment in the CME
Group. See the discussion above.
f.
organizational risk management and control structure
In establishing risk management policies and guidelines our board of directors is advised by the risk committee, a
standing advisory committee to the board, established under our bylaws, whose primary responsibilities include monitoring
economic and market developments, accessing our exposure to market, liquidity, credit and systemic risks associated with
our role as market operator and operator of clearing and settlement facilities.
Additionally, in November 2012, our board created an internal controls, compliance and enterprise risk department whose
head, the managing director for internal controls, compliance and enterprise risk, reports to our Chief Executive Officer
and accountable for providing information to our audit committee and risk committee.
Additionally, using our risk management structure, we systematically test the hedge effectiveness retrospectively and
prospectively relative to the hedging instrument in a hedge of net investment in a foreign operation, in accordance with
accounting standard CPC-38 (IAS 39). This is done because we have adopted net investment hedge accounting, the objective
being to hedge the foreign currency risk affecting that portion of our investment in the CME Group Inc. which is attributable to
the notional amount of US$612 million related to our July 2010 senior notes offering whose proceeds funded said portion of
our investment in CME shares, or, more specifically, that portion of the principal under the global notes which correlates with
changes in exchange rates. This, we have designated a hedging instrument in a hedge of net investment in a foreign
operation, and are required to test the hedge effectiveness.
g.
suitability of the operating structure and internal controls for assessment of the effectiveness of the risk
management policy
As discussed above, we systematically monitor the hedge effectiveness retrospectively and prospectively relative to the hedging
instrument in a hedge of net investment in a foreign operation, according to accounting standard CPC-38 (IAS 39). This is done
because we have adopted net investment hedge accounting, the objective being to hedge foreign currency risk.
5.3.
Significant changes in exposure to primary market risks or the risk management policy
There have been no changes related to the principal market risk factors associated with the net investment in a foreign
operation which, as previously discussed, requires retrospective and prospective hedge effectiveness testing. We have tested
the hedge effectiveness, having determined that there was no realizable ineffectiveness.
5.4.
Except as discussed above in subsections 5.1, 5.2 and 5.3 above, there is no additional reportable information concerning
market risks.
6. COMPANY HISTORY
6.1 / 6.2 / 6.4
Incorporation; duration; CVM registration date.
Incorporation; incorporation date.

December 14, 2007, is the incorporation date of a corporation formed under the name
T.U.T.S.P.E. Empreendimentos e Participaes S.A., a vehicle for the inception of BM&FBOVESPA. In its current configuration,
BM&FBOVESPA S.A., the Brazilian Securities, Commodities and Futures Exchange, resulted from the integration of the
businesses of the Brazilian Mercantile & Futures ExchangeBM&F S.A. and Bovespa Holding S.A. (operator of the So Paulo
Stock Exchange), as approved at their respective Extraordinary General Meetings of Shareholders of May 8, 2008.
Corporate type.
A corporation (under Brazilian Corporate Law, a companhia), meaning a joint-stock, limited-liability public
company.
Country of incorporation .
Brazil
Duration .
Our Company has been established for an indefinite period of time.
CVM registration date.
Dated August 12, 2008, the Brazilian Securities Commission (CVM) registered BM&FBOVESPA as
a public company. Additionally, we are also subject to the regulatory authority of the CVM in our capacity as operator of
securities and derivatives markets. For this reason, following the integration process previously discussed and our
registration as a public company, the CVM confirmed our registration as market operator pursuant to a May 19, 2009,
decision of the full Board of Commissioners.
6.3.
Brief History
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) is the company that emerged from certain
merger transactions in the course of the integration process that combined two formerly independent exchanges, i.e., the
futures and commodities exchange formerly known as BM&F Mercantile and Futures Exchange (Bolsa de Mercadorias & Futuros
- BM&F S.A., herein sometimes referred to as BM&F) and the So Paulo Stock Exchange formerly known as Bovespa Holding
S.A. The corporate restructuring process which implemented the integration process was approved at extraordinary
shareholders meetings held on May 8, 2008. Set forth below is a brief history of each of these two formerly independent
exchanges and ours, as BM&FBOVESPA.
Financial and commodity derivatives segment (BM&F Segment)

BM&Fs trajectory of success and unprecedented accomplishments started in January 1986.
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In the early 1990s, BM&F
consolidated as a major Latin American venue for the trading of derivatives and commodities.
In 2000, BM&F first implemented an electronic system for the trading of derivatives. On June 30, 2009, it closed its trading floor
to become a fully electronic market.
In addition, in the aftermath of the Brazilian governments initiative to remodel the Brazilian Payment System, in 2002 BM&F
established its own foreign exchange clearing house.
Until 2007 BM&F had been operating as a non-profit mutual association whose membership comprised brokers and brokerdealers holding equity and market access rights. A demutualization process began in 2007 in preparation of a going public
process. At the time, the members equity rights were detached from the market access rights and ultimately converted into
equity interest in the for-profit corporation (BM&F) that emerged from the corporate restructuring process that followed the
demutualization.
In September 2007, General Atlantic LLC and BM&F agreed an acquisition agreement whereby General Atlantic purchased a
10% interest in BM&F shares. One month later, in October, BM&F and the CME Group agreed a partnership involving a crossinvestment arrangement and the interconnection of their telecommunications networks for adoption of two-way order routing
systems so investors in both countries could trade in each others products. In addition, the scope of the partnership with CME
has been widened in February 2010, as discussed below under BM&FBOVESPA History.
In November 30, 2007, BM&F shares started trading under ticker symbol BMEF3 on the Novo Mercado listing segment of the Sao
Paulo Stock Exchange (Bovespa). And since August 20, 2008, as the integration with Bovespa completed, BMEF3 shares were
converted and replaced with BM&FBOVESPA shares at a 1:1 ratio. BM&FBOVESPA shares trade under ticker symbol BVMF3.
Equities and equity-based derivatives (Bovespa Segment)

The history of Bovespa dates back to 1890 when Bolsa.Livre was created. Early in the 1960s, Bovespa became a mutualized
non-profit stock exchange, whose membership comprised securities brokers and broker-dealers holding both equity and market
access rights.
In the 1970s, the stock exchange implemented an automated system for the registration of trades. In addition, price quotes
and other market data regarding listed securities began to be promptly distributed via computer. And in the late 1970s Bovespa
pioneered the trading of stock options.
Early in the 1980s two key factors were decisive in further driving development within the realm of the stock market: one was
the introduction of mutual funds, including equity-oriented funds and pension funds, and two, the transition to an electronic
booking system for dematerialized securities under safekeeping, which contributed to more efficient clearing and settlement
processes, ultimately boosting market liquidity.
In the early 1990s Bovespa introduced a computer-assisted trading system, or CATS, developed by the Toronto Stock
Exchange, which by the mid-1990s was replaced with an advanced system developed by then Paris Bourse. In addition, the
Brazilian Clearing and Depository Corporation (CBLC) was organized to operate as both a clearing house for equities and central
securities depository, with banking institutions participating as clearing members.
Later, in 2000, in an effort to drive growth in the domestic stock market and consolidate all Brazilian equity trading in a single
exchange, Bovespa led an integration program with the other eight stock exchanges then active in Brazil to become the only
local exchange operator for equities, accessed by brokers across the country. Moreover, in the same year Bovespa launched
three special listing segments which adopt additional and more stringent corporate governance requirements than prescribed by
law. These special listing segments are known as Novo Mercado and Special Corporate Governance Levels 1 and 2.
Then, in 2002, Bovespa started operating an OTC market for equities (an organized over-the-counter market, per applicable
regulations), which grew to concentrate all local trading in OTC equities and equity-based securities, and in September 30,
2005, Bovespa closed its trading floor to become a fully electronic market.
On August 28, 2007, with the regulators approval of the demutualization of BOVESPA, the membership equity and market
access rights were detached in preparation of a corporate restructuring process, which combined the businesses of Bovespa
and CBLC under a holding company named Bovespa Holding. The initial public offering of Bovespa Holding launched in October
2007 and the shares first traded on the Novo Mercado segment under ticker symbol BOVH3. Later, in May 2008, the integration
with BM&F (futures and commodities exchange) was approved, and on August 20, 2008, Bovespa Holding merged with and into
BM&FBOVESPA, having its shares converted into shares of BM&FBOVESPA at a ratio of 1:1.42485643 common shares plus 0.1
preferred share. These preferred shares were subsequently redeemed at a price of R$17.15340847 per share. BM&FBOVESPA
shares trade under ticker symbol BVMF3.
BM&FBOVESPA history
BM&FBOVESPA was incorporated in 2007 as a holding company named T.U.T.S.P.E. Empreendimentos e Participaes S.A. and
in April 2008 the shareholders changed its corporate name to Nova Bolsa S.A., meaning the New Exchange.
On May 8, 2008, the integration process that combined the businesses of BM&F and Bovespa Holding was approved. A
corporate restructuring process ensued, which included a merger of BM&F assets and liabilities into Nova Bolsa S.A.; a merger
of the shares of Bovespa Holding into Nova Bolsa S.A., and adoption of the corporate name BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros (BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange).
This integration process gave rise to one of the largest exchanges across the world by market capitalization. BM&FBOVESPA
adopts a fully integrated vertical business model which encompasses infrastructure, products and services covering the entire
chain of trading and post-trading activities, as well as market data distribution, creation and production of indices, and
application software and systems development. As market operator, BM&FBOVESPA offers a fully-integrated, automated venue
for the trading of equities and derivatives, bonds and other debt securities and financial instruments; securities listings; a
30
securities lending facility; clearing and settlement facilities and a central securities depository (CSD). In its present
configuration, BM&FBOVESPA provides market participants and investors with a wide array of transaction possibilities ranging
from buy and sell trades to execution of hedging strategies, arbitrage between markets or financial assets, leveraging
techniques, portfolio diversification and so forth, thus significantly contributing to the growth of the Brazilian economy.
In February 2010, we agreed the Term Sheet of a global preferred strategic partnership with the CME Group for the two
exchanges (1) to cooperate in identifying and pursuing opportunities for co-investment in, and joint commercial partnerships
with, third-party international exchanges on a shared and equal basis; (2) to combine efforts for joint development of a multiasset class electronic trading platform; as well as for us (3) to acquire additional shares in CME and increase to 5% our
ownership interest in CME shares, and (4) to designate a representative to sit on the CME Board.
On June 22, 2010, we executed definitive agreements with the CME Group (for a 15-year renewable term), and in July 2010,
following the closing of a US$612 million senior notes offering, we used the offering proceeds to purchase additional CME
shares, thereby raising from 1.8% to 5% our aggregate ownership interest in shares of the CME Group, which reportedly made
us one of the larger CME shareholders. As a result, beginning from July 2010, we now account for this investment under the
equity method of accounting (a 5% interest in CMEs shareholders equity), and recognize gains and losses from our investment
through profit or loss (in the statement of income).
Moreover, in 2011, we invested in our technology infrastructure laying the foundations of our new multi-asset class, multimarket, integrated trading and clearing systems, and we implemented the module for derivatives and spot currency contracts of
our new electronic trading system, the PUMA Trading System, developed in cooperation with the CME Group.
Over 2012 we implemented important stages of our program to improve and refresh our technology infrastructure, including (i)
completion of development and testing of the equities module of our new multi-asset class, multi-market trading system, i.e.,
the PUMA Trading System; (ii) announcement of a Post-Trade Integration Program (Programa de Integrao da PsNegociao, or IPN), designed to integrate our four clearing houses into a single, multi-asset, multi-market clearing facility
which will rely on CORE , or CloseOut Risk Evaluation, to provide us with a new, cutting edge risk management framework,
the lynchpin of a solid clearing and risk management system architecture for our integrated clearing facility; (iii) start of
construction of our new Data Center. Completion of these projects is set to give market participants a high -capacity, highperforming, technology infrastructure which will give us the ability to provide highly efficient, integrated clearing, settle ment
and risk management services.
In April 2013, we completed the implementation of our new multi-asset class, multi-market trading system, i.e., PUMA Trading
System, a landmark of the development of the domestic stock market. Then, in September, we announced changes to the
methodology for calculation of our benchmark stock index, the Bovespa Index, or Ibovespa, the first since 1968, in an effort to
correct recent distortions and to better measure and reflect the performance of local shares and the domestic stock market.
In the second quarter of 2014, the Company completed the construction of the new data center, located in Santana de
Parnaba, ensuring greater efficiency and robustness to the Exchange infrastructure. In August 2014, the Company
implemented the derivatives module of our new integrated clearing facility (Clearing BM&FBOVESPA), as part of the IPN,
previously quoted. Finally, after the implementation of the derivatives module, the Company released the schedules for
development, testing and implementation of the equities module, fixed income securities module and forex module, which will
require specific approvals from the Central Bank.For information on our product offerings, see section 7 of this Form.
6.5.
Principal merger and acquisition transactions involving the Company, subsidiaries and affiliates
As discussed in items 6.1 and 6.3 above, in its present configuration BM&FBOVESPA (previously named Nova Bolsa S.A.,
meaning New Exchange) is the result of an integration and corporate restructuring process that combined the businesses of
BM&F and Bovespa Holding. Set forth below is a summary of the principal shareholder approved merger transactions related to
us and our subsidiaries:
At extraordinary general meetings held on May 8, 2008, the shareholders of BM&F and Nova Bolsa S.A., approved a
merger of the assets and liabilities of BM&F into Nova Bolsa S.A.;
At that same May 8 extraordinary meeting, the shareholders of Nova Bolsa S.A. also approved the absorption through
merger of all shares of Bovespa Holding then issued and outstanding, and changed the companys name to
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros.
It should be noted that the share merger per se did not terminate Bovespa Holding, which remained a going concern and
our wholly-owned subsidiary until November 2008. On August 29, 2008, Bovespa Holding merged with its subsidiary Bolsa
de Valores de So Paulo S.A . (the Sao Paulo Stock Exchange) and changed its name to Bolsa de Valores de So Paulo S.A. (or
BVSP). Moreover, it owned and controlled Companhia Brasileira de Liquidao e Custdia (or CBLC, the Brazilian Clearing and
Depository Corporation). The principal corporate transactions which ultimately combined these companies into
BM&FBOVESPA were the following:
At extraordinary general meetings held on November 28, 2008, the shareholders of each of BVSP and CBLC approved a
plan of merger with and into BM&FBOVESPA;
At an extraordinary general meeting held on November 28, 2008, the shareholders of BM&FBOVESPA approved a plan of
merger whereby BM&FBOVESPA absorbed through merger the assets and liabilities of each of BVSP and CBLC. The
merger implementation terminated the two merge companies.
Ultimately, as a result of these corporate transactions, the companies Bolsa de Mercadorias & Futuros - BM&F S.A (Brazilian
Mercantile & Futures Exchange), Bovespa Holding S.A., Bolsa de Valores de So Paulo S.A. BVSP (the Sao Paulo Stock
Exchange) and Companhia Brasileira de Liquidao e Custdia (or CBLC, the Brazilian Clearing and Depository Corporation)
ceased to exist after having merged with and into BM&FBOVESPA.
31
Moreover, at the combined annual and extraordinary shareholders meeting of BM&FBOVESPA held on April 20, 2010, the
shareholders approved our acquisition of additional shares of the CME Group agreed in connection with our global preferred
strategic partnership. As a result, we increased to 5% our total ownership interest in CME shares. The cross-holdings structure
discussed in subsection 6.3 above (under the heading BM&F Segment history) has been maintained.
6.6.
Petitions for bankruptcy or (judicial or extrajudicial) recovery proceedings
No application has been filed by us or any other party seeking a bankruptcy order against us or our judicial or extrajudicial
recovery.
6.7.
Additional reportable information
There is no additional reportable information concerning any of the matters discussed under this section.
7. BUSINESS
7.1.
Overview of the business of the Company and subsidiaries
BM&FBOVESPA S.A., the Securities, Commodities and Futures Exchange ("BM&FBOVESPA, Company, we, us, our)
BM&FBOVESPA is the Brazilian exchange operator and manager of organized securities and derivatives markets, provider of
registration, clearing and settlement services for transactions carried out on its trading platforms, acting as central
counterparty, or CCP, to ensure multilateral clearings and settlements. We at BM&FBOVESPA adopt a vertically integrated
business model, pursuant to which we offer a wide range of products and services for the trading of, and clearing and
settlement of trades in, stocks and other equity securities, corporate fixed-income securities and government bonds, exchangetraded derivatives based on equities, stock indices, interest rates, exchange rates and currencies, commodities and other
financial assets, in addition to currency trading on the spot market. We also provide listing services for the registration of
securities, depositary receipts and debt securities, and operate a central securities depository and a securities lending facility.
Moreover, we developed, update and license software (such as Sinacor, a brokers integrated back office management system
with capacity to process several middle and back-office activities for brokerage firms and other financial institutions). Moreover,
consistent with the requirements of CVM Ruling 461/07, our company, acting through BM&FBovespa Market Surveillance
(BM&FBovespa Superviso de Mercados), or BSM, a non-profit mutual entity and self-regulatory organization in which we hold a
material membership interest, performs activities as a self-regulatory entity in charge of overseeing the activities of issuers
(including ours) and market participants, and all trading, clearing and settlement transactions performed within the realm of the
capital markets we operate. The BSM membership comprises the BM&FBOVESPA Settlement Bank and us.
BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.)

With the purpose of providing services that meet the specificities and peculiarities of the markets we operate, BM&FBOVESPA
established the BM&FBOVESPA Settlement Bank in 2004 as a wholly-owned subsidiary which offers market participants access
to our clearing facilities and central securities depository, providing services to facilitate clearing and settlement of transactions
and custody of securities and other financial assets. In addition, our Settlement Bank provides our clearing houses with access
to the Central Banks discount window, an added layer of protection against liquidity risk and a safeguard in case we need to
seize assets given as collateral. Operating pursuant to the same high standards of efficiency and security adopted by us both as
market operator and operator of clearing facilities, the BM&FBOVESPA Settlement Bank offers custody and settlement related
services in an exclusive, transparent and skilled environment, including by operating as a settlement bank and custodian of
securities, in addition to providing foreign exchange and local representation services for nonresident investors.
BM&F (USA) Inc.

BM&F (USA) Inc. is a wholly-owned subsidiary based in New York which also operates our representative office in Shanghai,
China. It operates in these regions as a cross-border representative office, establishing professional relationships with other
exchanges and market regulators, as well as prospecting customers for our markets within local regulatory constraints.
BM&FBOVESPA (UK) Ltd.

BM&FBOVESPA (UK) Ltd. is a wholly-owned subsidiary based in London, which operates as our representative office for the
European and the Middle Eastern regions, establishing professional relationships with other exchanges and market regulators,
as well as prospecting customers for our markets within applicable local regulatory constraints.
Brazilian Commodities Exchange (Bolsa Brasileira de Mercadorias)

Through its subsidiary The Brazilian Commodities Exchange, BM&FBOVESPA operates in the registration and settlement of
transactions of goods, assets and services with physical delivery, as well as the securities representing these products in the
primary and secondary markets for spot, forward and options markets.
Rio de Janeiro Stock Exchange, or BVRJ (Bolsa de Valores do Rio de Janeiro)

BVRJ is an inactive stock exchange, which since 2004 rents out space in its main office building (the former exchange premises,
now converted into a convention center). The Rio Exchange Convention Center leases space for seminars, congresses,
conferences, professional training sessions, private meetings, and similar other events.
BM&FBOVESPA Market Surveillance, or BSM (BM&FBOVESPA Superviso de Mercados)

Our self-regulatory function is performed through BM&FBOVESPA Market Surveillance, which is a self-regulatory and
supervisory organization (SRO). In addition to performing a self-regulatory function, BSM performs market surveillance so
as to identify and prevent violations to applicable capital market laws and regulations, unusual dealing, market
manipulation, insider trading and other atypical behavior which may threaten the stability, fairness, transparency and
32
credibility of markets we operate.
BM&FBOVESPA Institute (Instituto BM&FBOVESPA)

The BM&FBOVESPA Institute is a not-for-profit entity and civil society organization (CSO) we organized to assist us in realizing
our aspirations for sustainable and responsible investments, by integrating and coordinating our social investment projects.
Within this context, the initiatives and activities developed by the BM&FBOVESPA Institute focus more particularly on youth
training and employability programs, as well as sports as a tool for human development.
7.2.
Business segment information

a.
Products and services offerings
1) Segment for financial and commodity derivatives BM&F Segment

The BM&F segment comprises markets for the trading of financial and commodity derivatives (including Brazilian-interest rate
contracts, U.S. dollar-denominated interest rate contracts, forex contracts, equity index contracts, commodity and commoditybased contracts offered as full-sized and, in certain cases, mini-sized contracts) and a spot currency market. Moreover, we offer
a wide array of post-trade services for trades carried out within our BM&F segment, which include registration, clearing and
settlement and risk management services performed using a highly efficient, high-performing system built around a solid and
sophisticated risk management framework, which assist us in ensuring we operate fair and orderly markets.
Post-trade services.
Within the realm of our BM&F segment we currently operate three clearing facilities, which we call
derivatives clearinghouse, Fx clearinghouse and bonds clearinghouse. Transactions are settled through multilateral netting, with
each clearing house acting as central counterparty (CCP) which provides stability and efficiency to our markets whereas
mitigating market participants exposure to credit risks. For this purpose, we rely on risk assessment and management
systems, procedures and methodologies, based on which we calculate implied exposures (for some contracts almost in real
time, but often in real time, immediately before bids and asks are matched) and determine margin requirements and margin
calls.
Derivatives Clearinghouse. It manages risks, clears and settles exchange-traded futures and options contracts, as well
as OTC-traded swap contracts (in the latter case, upon the request from the counterparties).
FX Clearinghouse. It accepts registration of trades, providing clearing, settlement and risk management services in
connection with spot U.S. dollar transactions (dlar pronto) traded on the Brazilian interbank market.
Bonds Clearinghouse. It accepts registration of trades, providing clearing, settlement and risk management services
for transactions in Brazilian government bonds, notes and other government debt securities.
Primary sources of revenues. We derive revenues primarily from fees we charge for providing trading, registration, clearing
and settlement and account maintenance services. For our customers these fees represent the cost of trading in our
systems. We typically calculate and charge fee rates in Brazilian currency for payment through the settlement processes
implemented at our clearing houses, the exceptions being trading fees charged on certain transactions, including trades in
agricultural commodity derivatives settled in U.S. dollars in New York City, United States (under the rules of Brazilian
National Monetary Council (CMN) Resolution No. 2.687). We classify these fees as follows:
Trading fees. We charge fees for trades executed on our trading platforms, including at position closeouts or transfers.
Exchange fees are calculated for each group of contracts with similar characteristics and purposes or relative to products
based on the same type of underlying asset.
Clearing fees. We charge fees to provide clearing and settlement of transactions in listed derivatives, including position
closeouts upon maturity. These fees cover our costs to provide clearing and settlement and are charged upon a cashsettled or physical delivery clearing.
Registration fees. We charge fees for the registration of transactions at the derivatives, forex and bonds clearinghouses.
This fee, which consists of a compound charge relative to the registration and closeout of a position upon maturity,
breaks down into a fixed component (a unit worth R$0.1166181, not applicable in the case of exempt contracts) and a
variable component, which we calculate pursuant to a progressive discount method based on trading volume bands
(such as specified in Circular Letter 006/2009-DP) and according to specific fee schedules per group of contracts;
Maintenance fees. These are fees we charge to monitor custody account positions and issue reports and statements.
These fees cover the operating costs of maintaining inactive accounts for positions in derivatives contracts. We calculate
maintenance fee based on a customers number of contracts outstanding at the close of business on a daily basis.
Fees we charge at our Derivatives Clearinghouse differ based on type of transaction (day trade or non-day trade), type of
contract and time to expiration or maturity. In addition, on setting fee rates for the dif ferent contracts and durations we
also take into account the implied volatility, existing market conditions and the fees charged in competing markets, among
other things. Typically, we charge higher fees for more volatile contracts, as they are riskier than the average. The most
actively traded derivatives contracts are Brazilian-interest rate futures (the primary contract being futures based on the local
interbank lending rate, or ID), for which we charge fee rates that vary in correlation with contract duration; forex futures,
whose payoff depends on the foreign exchange rates of two or more currencies (the primary contract being based on the
Brazilian real to US dollar actual exchange rate at a set date in the future); and derivatives based on equity indices, for
which we typically charge fees set at fixed rates, which in average vary in correlation with type of transaction and investor
category.
Selected operating data for BM&F segment. The tables below set forth selected operating data for the BM&F segment with
regard to average daily volume traded (ADV); revenues per contract and trading volume distribution by investor category.
BM&F segment Average Daily Volume ADV
33
(In number of contracts)
Year ended
December 31,
Realdenominated
interest rate
contracts
Forex
contracts
Equity index
derivatives
USDdenominated
interest rate
contracts
Commodity
derivatives
Mini-sized
contracts
OTC
derivatives
Overall
ADTV
)
2009
2010
2011
2012
2013
Y-O-Y VAR.
2010/2009
2011/2010
Y-O-Y VAR. 2012/2011
Y-O-Y VAR. 2013/2012
Y-O-Y VAR.
843,480
1,683,623
1,797,215
1,925,725
1,856,691
447,093
540,623
495,537
493,883
494,123
80,015
89,406
123,273
143,088
113,572
78,298
89,714
145,222
149,843
155,867
10,236
12,898
13,235
11,218
9,187
52,637
75,605
114,432
165,746
208,234
9,273
12,866
11,726
9,173
10,086
1,521,032
2,504,736
2,700,639
2,898,676
2,847,761
99.6%
6.7%
7.2%
-3.6%
20.9%
-8.3%
-0.3%
0.0%
11.7%
37.9%
16.1%
-20.6%
14.6%
61.9%
3.2%
4.0%
26.0%
2.6%
-15.2%
-18.1%
43.6%
51.4%
44.8%
25.6%
38.7%
-8.9%
-21.8%
10.0%
64.7%
7.8%
7.3%
-1.8%
Mini-sized
contracts
OTC
derivatives
Overall
Average RPC
Average rate per contract RPC

Year ended
December 31,
Realdenominated
interest rate
contracts
Forex
contracts
Equity index
derivatives
USDdenominated
interest rate
contracts
(In Brazilian reais)

Commodity
derivatives
2009
2010
2011
2012
2013
0.979
0.889
0.918
1.004
1.046
2.161
1.928
1.894
2.205
2.535
1.619
1.564
1.614
1.524
1.761
1.357
1.142
0.941
1.015
1.231
2.307
2.168
2.029
2.239
2.534
0.176
0.128
0.130
0.116
0.119
1.655
1.610
1.635
1.769
1.409
1.365
1.134
1.106
1.191
1.282
Y-O-Y VAR. 2010/2009
-9.1%
3.3%
9.3%
4.2%
-10.8%
-1.8%
16.4%
15.0%
-3.4%
3.2%
-5.6%
15.6%
-15.8%
-17.6%
7.9%
21.3%
-6.0%
-6.4%
10.4%
13.2%
-26.9%
1.4%
-10.8%
3.0%
-2.7%
1.6%
8.2%
-20.4%
-16.9%
-2.5%
7.7%
7.6%
Y-O-Y VAR.
2011/2010
Y-O-Y VAR. 2012/2011
Y-O-Y VAR. 2013/2012
BM&F segment Volume distribution by investor category

Year ended
December 31,
2009
2010
2011
2012
2013
Financial
institutions
45.5%
42.4%
38.1%
34.5%
32.5%
Institutional
buyers
24.3%
29.6%
32.5%
34.0%
35.9%
Foreign
investors
(as a percentage)
Retail
investors
20.0%
22.4%
23.0%
25.4%
25.4%
7.6%
3.9%
4.5%
4.5%
4.8%
Corporate
investors
2.5%
1.7%
1.8%
1.6%
1.2%
Central Bank
0.1%
0.0%
0.0%
0.1%
0.2%
2) Segment for equities and equity-based derivatives (Bovespa segment)

The Bovespa segment comprises operations, products and services to support and manage the trading and post-trade cycles
for dealings carried out on the equities markets and over-the-counter markets. We offer market participants several tools
and mechanisms for the trading of variable income securities (including single stocks, exchange -traded funds (ETFs),
Brazilian depositary receipts (BDRs), equity-based derivatives (including stock warrants, locally known as subscription
warrants), and index-based derivatives, in addition to corporate debt securities and shares of real estate investment funds
(or FIIs, similar to U.S. real estate investment trusts, or REITs) and other CVM-authorized securities (such as units of
collective investment schemes), all of which are traded, cleared and settled in our fully -integrated electronic systems,
resulting in a fully automated process covering the entire chain of trading.
Post-trade services. We are the only central counterparty (CCP) clearing house for transactions in equities, equity securities,
equity and index derivatives and corporate bonds carried out on markets we operate, a provider of risk management
services, and operator of safeguard mechanisms we adopt to handle payment default and failed delivery. We act as central
counterparty for all clearing agents, absorbing the risks of counterparties in -between a trade transaction and its clearing and
settlement, carrying out multilateral activities to ensure the financial settlement and clearing of securities. In addition, in
certain cases we provide gross settlement services without acting as CCP, so participants may set date and time f or
settlement. We also provide registration, clearing and settlement services for public offerings of securities authorized for
trading on the non-organized OTC market.
The primary revenue components we derive from our operations within the realm of our Bo vespa segment are exchange or
trading fees and fees for clearing and settlement, which we charge at varying rates depending on the type of transaction
and investor category. Our Bovespa segment comprises the stock market, and cash, forward, options and fut ures markets
for equity securities and equity-based derivatives, as well as a fixed-income market for corporate debt securities. Set forth
below are brief descriptions of each of these markets.
Cash market. This is the market where buy and sell orders are executed for immediate delivery within a three-
Forward market. The market where buy and sell orders are executed for clearing and settlement as of a date set
business-day settlement cycle. Stocks traded on this market are bought and sold either as round lots (and their
multiples) or as odd lots (less than the standard trading unit).
34
by both buyer and seller based on any of a number of dates predefined by us. Based on the agreed conditions for
clearing and settlement, a forward transaction may relate to: (i) ordinary forward contracts, an agreement to buy
or sell an asset at an agreed price with clearing and settlement taking place at a specified future time; (ii) flexible
forwards, agreements to buy or sell where the underlying stocks deliverable at expiration may be replaced with the
equivalent; or (iii) index forwards, in which case the agreed price is adjusted by an agreed index or rate on a daily
basis in the period between the trade execution and the settlement date (while other indices or rate s may be used,
indexation is frequently agreed based on exchange rate or the IGPM, an inflation index).
Options market. This is the market for the trading of option contracts where a seller gives the option buyer the
Fixed-Income market. We provide two platforms for the trading of corporate debt securities, namely, BovespaFix,
a trading platform on our stock exchange, and Soma Fix, a trading platform on our organized OTC market.
Trading, clearing and settlement transactions in our fixed-income markets, in addition to custodial services, are
carried out through our integrated fully-electronic systems. Assets traded on these platforms include debentures
(bonds), commercial papers and securities originating in the securitization market, as well as real estate
receivables certificates, or CRIs, units of receivables investment funds, or FIDCs, and units of receivables funds of
funds, or FIC-FIDCs.
right, but not the obligation, to buy (call) or to sell (put) a specified stock, equity -based security or stock index
(the underlying) on or before the option expiration date, at an agreed price (strike price), pursuant to option series
that are previously authorized for trading by us. Depending on whether or not they are exercisable at any time
before the option expiry date, or only upon expiration, these put or call options are said to be American-style or
European-style options (respectively). The following types of options may be traded on this market: (i) stock
options, which are rights to buy or sell stock lots exercisable at specified exercise dates at a predefined strike
price; and (ii) index options, which are rights to buy or sell the index on or before the expiration date. Exercising
a stock option entails physical delivery of the underlying stocks, whereas exercising an index option implies paying
or receiving cash for the difference between strike price and closing price for the underlying index at exercise or
expiration. In any event the strike price under a stock option or index option may be indexed to an exchange rate
or the IGPM or any other index.
Selected operating data for Bovespa segment. The tables below set forth selected operating data and information regarding
average daily trading value; average daily number of trades, equity market capitalization and distribution of financial value traded
by investor category related to our Bovespa segment.
Bovespa segment Average Daily Trading Volume ADTV
Years ended
December 31,
2009
2010
2011
2012
2013
Y-O-Y VAR.
2010/2009
Y-O-Y VAR. 2011/2010
Y-O-Y VAR. 2012/2011
Y-O-Y VAR. 2013/2012
Cash market
(In R$ millions)
Forward market
(In R$ millions)
Options market
(In R$ millions)
Fixed-income market
(In R$ millions)
Overall ADTV
(In R$ millions)
4,943.7
6,031.6
96.5
147.4
245.0
307.9
1.6
1.8
5,286.8
6,096.3
6,861.3
7,094.5
22.0%
1.1%
12.5%
3.4%
118.0
103.4
91.5
52.7%
-19.9%
-12.4%
-11.5%
276.3
280.1
221.3
25.7%
-10.3%
1.4%
-21.0%
1.1
6.0
1.4
12.5%
-40.4%
455.1%
-76.0%
6,491.6
6,488.6
7,250.7
7,417.7
22.7%
0.0%
11.7%
2.3%
Two product offerings have caught the attention of investors, particularly retail investors keen to turn a profit from cash
market dealings, one such product being exchange-traded funds, or ETFs, which are part of a product development program
we have been implementing over the last few years. The average daily value traded in ETFs hit R$99.3 million in 2013, a
14.3% year-on-year plunge and accounted for 1.3% of the overall value traded on the stock market (versus 1.7% in 2012).
In contrast, in 2012, 2011 and 2010 the average daily value traded in ETFs soared 138.1%, 70.7% and 53.2% year -overyear, respectively.
The other highlight was exchange-traded real estate funds (FIIs). The number of listed FIIs rose to 115 in 2013 versus 93
listings in 2012, 66 in 2011 and 48 in 2010, with average daily value traded surging to R$31.7 million in 2013 versus R$14.6
million, R$3.7 million and R$1.5 million in 2012, 2011 and 2010, respectively.
Bovespa segment Average daily number of trades (volume)
Year ended
December 31,
Cash equities market

(in thousands)
Forward market
(in thousands)
Options market
(in thousands)
Fixed-income market
(in thousands)
Overall volume
(in thousands)
2009
270.6
1.3
60.4
0.007
332.3
2010
349.8
1.6
79.3
0.012
430.6
2011
476.5
1.1
89.6
0.013
567.2
2012
653.0
1.0
126.4
0.011
780.4
2013
Y-O-Y VAR.
2010/2009
Y-O-Y VAR. 2011/2010
Y-O-Y VAR. 2012/2011
780.0
0.8
108.5
0.010
889.3
29.2%
36.2%
37.1%
18.4%
-26.7%
-15.5%
31.3%
13.0%
41.1%
77.1%
9.9%
-14.0%
29.6%
31.7%
37.6%
35
Y-O-Y VAR.
19.4%
2013/2012
-19.7%
-14.1%
-11.4%
14.0%
Bovespa segment Equity market capitalization; Turnover velocity

Year ended
December 31,
Year-end Market Capitalization
(In R$ billions)
2,334.7
2,569.4
2,294.4
2,524.3
2,414.2
2009
2010
2011
2012
2013
YEAR- ON- YEAR VARIATION
(In R$ billions)
1,826.9
2,334.9
2,365.6
2,412.9
2,413.4
10.1%
-10.7%
10.0%
-4.4%
2010/2009
2011/2010
2012/2011
2013/2012
Turnover velocity
(as a percentage)
66.6%
63.8%
64.2%
70.0%
72.9%
Average market capitalization
27.8%
1.3%
2.0%
0.0%
-276 bps
36 bps
578 bps
295 bps
Bovespa Segment Distribution of value traded by investor category

Year ended
December 31,
2009
2010
2011
2012
2013
Retail Investors
30,5%
26,4%
21,5%
17,9%
13,6%
Institutional
Investors
Foreign Investors
25,7%
33,3%
33,4%
32,1%
30,5%
Financial
Institutions
34,2%
29,6%
34,7%
40,4%
49,6%
Corporate
Investors
7,4%
8,4%
8,6%
8,1%
5,1%
Other
2,2%
2,3%
1,7%
1,5%
1,3%
0,1%
0,1%
0,1%
0,0%
0,1%
Other services
Securities lending.
Our equities clearinghouse operates a securities lending facility known as BTC, which permits investors to lend securities traded
on our exchange against collateral posted by borrowers that engage in short-selling or arbitrage transactions, thus adding
liquidity to these securities. We act as central counterparty to ensure settlement of all lending transactions. In doing so, we
adopt strict lending and risk management standards to ensure efficient and stable market operations. The expansion of
securities lending transactions has performed a significant role in increasing stock market liquidity in the last few years. As a
facilitating agent for securities lending and borrowing, our securities lending facility ensures more efficient clearing and
settlement processes, as in the event of failed delivery the BTC will promptly intervene and compulsorily procure so-called
automatic loans to ensure that particular transaction is properly cleared and settled.
Borrowers are charged fees on each lending transaction registered in our system. For regular transactions initiated by a
borrower and for automatic loans we charge fees at a rate calculated over the financial value of the open interest position.
The financial value of an open interest position is determined based on either the average market price for the borrowed
securities as of the trading session immediately preceding the lending transaction date, or the average market price for the
underlying as of the trading session immediately preceding the maturity date, as defined by lender and borrower upon
registering the transaction (such date being designated the fee base date). The average financial value of open interest
positions as the year closed in 2013 hit R$40.8 billion versus R$31.9 billion, R$30.2 billion, R$20.5 billion, and R$12.7 billion in
the earlier years of 2012, 2011, 2010 and 2009, respectively.
Securities listings
Listing services consist of services provided to issuers listing securities for trading on our markets. Our revenues from listing
fees correlate primarily with annuities we charge from issuers (of shares or BDRs) as a rate of their capital stock amount, as
well as with fees we charge from investment funds at a fixed rate.
Our stock market comprises the traditional listing segment for stocks and four special listing segments ( Novo Mercado;
Corporate Governance Level 2 (Nvel 2) and Level 1 (Nvel 1) segments; and Bovespa Mais segment), which require issuers to
adopt progressively more stringent corporate governance standards not prescribed by law. These requirements typically aim for
achieving more transparent corporate management practices, including through heightened disclosure and reporting standards,
better balancing the rights of shareholders by ensuring minority holders are extended fair treatment, and promoting widespread
share ownership. Moreover, we have established Bovespa Mais as a special listing segment designed for mid-cap issuers whose
shares have relatively lower liquidity or who are keen on pursuing gradual access to the stock market (say, by implementing
lower volume equity offerings or offerings designed for a limited number of investors). The corporate governance standards,
reporting and disclosure requirements as well as corporate rules applicable in these segments are set forth in the listing rules
for each segment and accessible in our website.
Selected operating data.
The tables below set forth selected operating data and information regarding listings (per listing
segment) and equity offerings in the period from 2009 to 2013. In Bovespa Mais are traded stocks with less liquidit or with a
gradual market access strategy.
Number of listings
Stock exchange listings
Traditional segment
Special listing segments
Novo Mercado (NM)

Level 2 (N2)
Years ended December 31,

(1)
2013
2012
2011
2010
2009
454
452
466
471
434
255
187
134
21
262
178
127
18
274
182
125
19
295
167
112
18
265
159
105
19
36
Level 1 (N1)
Sponsored BDRs
32
7
12
33
3
12
38
2
10
37
1
9
35
1
10
Organized OTC market listings (2)
74
69
71
70
77
Funds and other listings

(stock exchange and OTC market)
246
241
198
163
131
Total
774
762
735
704
642
Bovespa Mais (MA)
(1)
Include securities issued by securitization firms, as well as bond issuers and issuers of real estate receivables certificate s (CRIs) whose shares are not
listed to trade on the stock exchange and, thus, are not taken into account in our calculation of equ ity market capitalization.
(2)
Effective from February 2014 Bovespa Mais is now a listing segment of the stock market having migrated from the OTC market.
Equity offerings
Number of equity
offerings
Combined gross
offering proceeds
(In R$ billions)
Initial public offerings

Follow-on; seasoned offerings
Total
2013
2012
2011
2010
2009
10
7
3
9
11
11
11
11
6
18
17
12
22
22
24
Initial public offerings

Follow-on; seasoned offerings
17.3
6.1
3.9
9.3
7.2
10.8
11.2
63.2
23.8
22.2
Total
23.4
13.2
18.0
74.4(1)
46.0
(1)
Includes the oil reserves assignment the Brazilian government and Petrobras agreed in connection with the seasoned offering conducted in August 2010 by
Brazils oil and gas giant Petrobras.
Central Securities Depository (CSD); custody and back-office services

We operate the only domestic central securities depository, or CSD, existing in Brazil, through which we provide depository and
safe custody services to customers which deal on our equities and fixed-income securities markets. We also provide fungible
custody services pursuant to which we hold fiduciary title to securities under custody. We perform daily reconciliation of custody
positions and the underlying securities, which are identified by an ISIN code (International Securities Identification Number)
under a segregated account structure which identifies the ultimate beneficial owner.
Our customers for custody and back-office services are securities issuers and investors in equities and fixed-income securities.
These services include custody accounts identified by investor, account and position statements which we furnish by mail or
online through the Internet; treatment of corporate actions, including money transfers and payment receipts, recording of
exercise of conversion, exchange and other rights on, in or under securities, and account operations processed in real time. In
addition, we facilitate interactions and communication among issuers, trustees and customer investors.
The number of active custody accounts at the central securities depository at the close of 2013 totaled 617.6 thousand (with
589.3 thousand accounts registered to retail investors) versus 613.9 thousand (587.2 accounts registered to retail investors) in
2012, 611.2 thousand accounts (583.2 thousand registered to retail investors) in 2011, 640.2 thousand accounts (610.9
thousand registered to retail investors) in 2010, and 575.7 thousand custody accounts (552.4 thousand registered to retail
investors) in 2009.
We derive revenues from depositary and custodial services in the form a fixed monthly fee per account, which we charge to
intermediary brokerage firms relative to the accounts or open interest positions they service. In addition, since May 2009, we
also charge an additional fee rate for open interest positions holding assets in excess of R$300 thousand.
Moreover, our central securities depository provides deposit and safe custody services for retail investors dealing on our
Treasury Direct (Tesouro Direto) platform, which we operate for the trading of government bonds through the Internet
pursuant to a cooperation arrangement agreed with the Brazilian Treasury. The average financial value of government bonds,
notes and other government debt securities under custody at our central securities depository as the year closed in 2013
totaled R$9.8 billion versus R$9.0 billion in 2012, R$6.1 billion in 2011 and R$3.9 billion in 2010, while the average number of
investors rise to 95.1 thousand, 84.3 thousand, 64.4 thousand and 42.3 thousand respectively.
Market access permits

Under applicable regulations, trading activities on regulated organized markets, including ours, as well as clearing and
settlement an custodial activities are typically performed through investment intermediaries (for the most part, brokerage firms)
whom we call market participants. In order to gain access to our markets and make us of our trading infrastructure and posttrade (clearing & settlement, central depository) infrastructure, market participants are required to hold market access permits.
First-time permit applicants are expected to pass certain technical, technological and operating qualification standards (which
we verify in special audits), in addition to meeting certain capital and other requirements. Moreover, as any other permit
holder, they are expected to continue to meet these standards and requirements as long they hold a permit. The requirements
and processes applicant investment intermediaries must fulfill are basically divided into two primary categories: trading and posttrade activities. In addition, applicants are subject to pay certain fees to us, as follows:
Licensing fee: this is a one-off charge collected in connection with the permit application processing;
Access fee: this is a one-off charge collected thirteen months after the admission of a market participant.
Technology infrastructure Brokerage firms holding (or applying for) permits for access to our markets are required to meet
certain requirements related to their technology infrastructure and other IT resources which are set forth in our Technology
Infrastructure Access Manual. In addition, we provide technology services which, among other things, include the following:
Trading workstations;
37
Order entry gateways;

Contingency SLC servers for use at the brokers trading desk or branch; and
Contracting of order turnaround by minute, based on agreed volume bands, as selected based on expected order
flow (volume) and operating strategy of each particular brokerage firm.
The table below set forth data on number of investment intermediation firms (including b rokers and broker-dealers) holding
permits for access to our markets in the periods indicated. You should note th ese firms may apply for permits to operate in
more than one market or segment, and to engage in trading and/or post-trade activities.
Licensed intermediary investment services firms
Equities market (1)

Financial and commodity derivatives markets
Forex markets
Bonds market
(1)
(2)
(2)
2013
2012
2011
2010
2009
72
50
24
54
88
74
27
58
87
68
38
61
85
67
38
61
81
62
66
80
Include markets for stocks and other equity securities, as well as equity-based instruments and derivatives, in addition to corporate debt securities.
Include the markets for financial and commodity derivatives.
Market Data and Information Services

We distribute to local and international authorized vendors across the world quote and trade-related information generated in
our stock market, options and forwards and futures markets for equity-based securities and derivatives, and in our fixed-income
market, and financial and commodity derivatives futures and options markets, as well as information on our stock indices, in
addition to news reports on market developments.
We currently authorize market data vendors and brokers to broadcast our information signals. Vendors are companies that
purchase directly from us the rights to broadcast or retransmit our information signals, thereby benefiting from our
infrastructure and technical support for the receipt of signals transmitted directly by us or retransmitted by other intermediating
vendors. Brokerage firms may obtain market data through direct market data feeds provided by us or a vendor.
OTC Market (iBalco)

With the aim of strengthening our business as operators of an organized over-the-counter market, in third quarter of 2013 we
launched iBalco, our new OTC platform for registration of over-the-counter transactions, meaning transactions features are
mutually agreed between the counterparties. Financial assets which can be traded over-the-counter and registered in our new
OTC platform include:
Fixed-income securities. These include (1) a number of agribusiness securities, such as agribusiness credit bills (letras
de crdito do agronegcio), or LCAs; rural product notes (cdulas de produto rural), or CPRs; agribusiness receivables
certificates (certificados de recebveis do agronegcio), or CRAs; agribusiness credit certificates (certificados de direitos
creditrios do agronegcio), or CDCAs; agricultural deposit certificates (certificados de depsito agropecurio) and
related agribusiness warrants (warrants agropecurios), or CDAs and WAs,2 respectively, and other agribusiness
securities; (2) financial instruments and securities originating from the real estate development market, such as real
estate credit bills (letras de crdito imobilirio), or LCIs, and real estate credit notes (cdulas de crdito imobilirio) or
CCIs, and real estate receivables certificates (certificados de recebveis imobilirios), or CRIs, whose underlying are CCIs;
and (3) bank certificates of deposit, which are marketable money market instruments bearing a maturity date and a
specified fixed interest rate, and represent a promise to repay the time deposit amount plus interest at maturity.
Foreign exchange derivatives. These include commodity forwards (gold) and foreign exchange forwards, starting with
(for the moment) OTC non-deliverable forward currency contracts (for financial settlement, no central counterparty
available), in addition to flexible options and a number of swaps.
Structure notes (certificados de operaes estruturadas, or COEs). A hybrid security which combines several financial
products (say, a stock or a bond and an embedded derivative component with characteristics that adjust the security's
risk/return profile) and whose return performance tracks that of the underlying asset and the derivative embedded
within it. Structured notes allow for greater transparency, flexibility and diversity, making them an interesting instrument
for investors, issuers and regulators.
b.
Revenues derived by operating segments, including as a percentage of total net revenues.
See subsection 10.1(h) below for information on revenues derived by our operating segments, including as a percentage of
total net revenues.
c.
Income (loss) ascertained by operating segment, including as a percentage of total net income (loss).
We do not calculate income or loss per operating segment.

7.3.
Information on products and services comprising each operating segment

a.
Production process characteristics
Organized markets
2
Agricultural deposit certificates (certificados de depsito agropecurio), or CDAs, are instrument which represent a promise to deliver agricultural
commodity whereas agribusiness warrants (warrants agropecurios), or WAs, represent a cash payment promise and give their holders pledge rights over
the underlying CDAs.
38
Brazilian capital markets regulation classifies organized markets as exchange markets and organized over-the-counter (or
OTC) markets. Under applicable regulation, an exchange is a displayed marketplace where centralized and multilateral systems
allow order entry, competitive matching and execution of buy and sell orders for trades in securities (with assistance from
licensed intermediary investment firms, which may also engage in proprietary trading) or, alternatively and subject to certain
requirements, a displayed market which provides order entry, crossing and execution systems and a licensed third market
maker which acts as counterparty to the trade and is required to post firm bids and offers in the system.
In turn, an organized OTC market provides centralized and multilateral systems for trading (entry, matching and execution of
buy and sell orders) in securities or, in the alternative, a platform for registration of previously agreed transactions (with a
market maker acting as counterparty to the trade); adopts price formation standards; permits a trader to deal directly, with no
assistance from an intermediary firm; permits delayed display of quote and trade-related information. Other features
distinguishing an exchange from an OTC market are trading volume and type of target investing public.
Brazilian capital markets law grants regulatory and oversight powers and authority to the Brazilian Securities Commission, or
CVM, the market regulator, which in turn may delegate some of its authority to self-regulatory organizations. CVM Ruling No.
461 dated October 23, 2007, provides the regulatory framework governing regulated securities markets and the formation,
organization and operation or extinction of stock exchanges, commodity exchanges, futures exchanges and organized over-thecounter markets. Other regulators for the domestic capital markets and the Brazilian payment system are the Brazilian National
Monetary Council (or CMN, acting through the Central Bank) and the Brazilian Central Bank.
Exchange and organized over-the-counter markets

Exchange markets typically provide centralized and multilateral systems for trading (entry, matching and execution of buy and
sell orders) in securities, with assistance from an intermediary firm. Organized OTC markets either operate similarly to an
exchange or provide a platform for registration of previously agreed transactions, whether or not with assistance from an
intermediary firm.
We operate exchange markets for the trading of financial and commodity derivatives, spot currency contracts, and government
bonds, all of which comprise our BM&F segment. Additionally, we operate a stock market and exchange markets for the trading
options on singles stocks and other equity-based derivatives, as well as corporate debt securities, all of which comprise our
Bovespa segment. Both segments operate pursuant to a fully automated, vertically integrated business model. Our service
offerings encompass the entire life cycle of trading, from order entry to matching, to execution, to risk management, and
clearing and settlement (where we act as CCP to ensure multilateral settlement). In addition, through our central securities
depository, we provide safe custody for financial assets and back-office services to intermediary firms and investors.
A particular trait of exchange markets is that securities and derivatives traded on these markets consist of standardized
securities and derivatives contracts, which facilitates trade processing and price discovery. This is because centralized and
multilateral trading systems that adopt price formation standards require asset classes of similar characteristics which must be
fungible things (i.e., mutually replaceable for things of the same kind and volume). As such, they trade freely regardless of holder.
In contrast, in an organized OTC market price formation standards and trading practices differ from those adopted in an
exchange. Additionally, while in the OTC market for equity securities and equity-based derivatives (Bovespa segment)
fungibility is still a prerequisite, this is not so in the OTC market for financial and commodity derivatives (BM&F segment). OTC
financial and commodity derivatives are typically non-fungible, non-standard, tailor-made contracts, or else standardized (as
to size, underlying asset, duration, settlement conditions, etc) registerable contracts for direct trading by two counterparties,
with contract prices being derived from the market price or value of the underlying asset.
Post-trade; Clearing facilities

As part of our vertically integrated business model, we provide clearing and settlement services. In the course of the exchange
integration process whereby BM&F and Bovespa merged with BM&FBOVESPA, we absorbed the following clearing facilities,
which act as central counterparty clearing houses and the Brazilian Central Bank deems to perform systemically material
roles in the domestic capital markets: (i) equities clearinghouse (for single stocks, equity securities and equity -based
derivatives, as well as corporate debt securities), (ii) derivatives clearinghouse (for financial and commodity derivatives), (ii)
FX clearinghouse; and (iii) bonds clearinghouse.
Our clearing facilities operate pursuant to Law No. 10,214 dated March 27, 2001, which authorizes multilateral clearing and
settlement, regulates the role of the central counterparty (as performed by systemically material clearing facilities, such as
ours), and permits the seizure of collaterals posted by defaulting participants to settle their obligations within the scope of
our clearing and central-counterparty activities, including in the event of insolvency, intervention, bankruptcy and
extrajudicial liquidation.
As trades are executed in any of our trading segments, data on these trades are automatically fed into the system in our
clearing houses and promptly relayed to investment intermediaries for them to designate the actual principal under each
transaction, in a process known as specification. In the next phase of the trading cycle, the relevant clearing house will clear
and settle physical delivery contracts (entailing delivery of the relevant securities or contract underlying and, as the case may
be, the transaction registration) and cash-settled contracts (entailing movement of monetary resources). In doing so, our
clearing houses may act or not act as central counterparty to ensure multilateral settlement. The role as central counterparty is
mandatory for the clearing and settlement of trades in exchange-traded derivatives, FX derivatives, government bonds and
stocks, but voluntary for the clearing and settlement of trades in OTC derivatives and corporate debt securities.
Our clearing houses typically act as central counterparty (CCP) for the derivatives markets (including futures, forward, options
and swap markets), the spot U.S. dollar market, the government bonds markets (cash, forward, repo and securities lending
markets), and for the equities markets (cash, forward options, futures and securities lending markets) and the fixed-income
39
markets (cash and securities lending markets for corporate debt securities). Our central counterparty clearing houses are
responsible for providing efficiency and stability to the market by ensuring trades are properly cleared and settled. A CCP
interposes itself between counterparties to financial transactions, becoming the buyer to the seller and the seller to the buyer.
Acting in the capacity of central counterparty, our clearing houses absorb the risks of the counterparties in-between a trade
transaction and its clearing and settlement, carrying out multilateral activities for financial settlement and clearing of securities
and financial assets, in the event of default resorting to certain safeguard mechanisms, or in extreme situations resorting to our
own net assets. In modeling and managing CCP risks, we focus on calculation, controls and mitigation of credit risk intrinsic to
clearing participants.
For proper risk mitigation, each clearing house has its own risk management system and safeguard structure. These structures
make up the universe of mechanisms and remedies a clearing house may resort to in order to cover losses from failed
settlement by a participant. The key components of these safeguard structures include collateral deposited by market
participants, often as margin, plus special funds intended to cover possible losses due to defaults and, in addition, co-liability
undertaken by broker and clearing participants regarding transactions they intermediate or clear, and, lastly BM&FBOVESPAs
equity
The models we adopt in calculating margins are stress-test based, meaning we assess market risk by taking into account not
only recent historical volatility in market prices, but also the possibility that unexpected events could change historical behavior
patterns for prices and the market as a whole. The principal parameters defined by market risk committee we use in
calculating margin are stress scenarios our market risk committee defines for risk factors that typically affect the prices of
securities, contracts and financial instruments traded on our markets. The primary risk factors for stress testing include, among
other things, the Brazilian real to U.S. dollar rate, the Real-denominated fixed rate curve; the forward structure of the U.S.
dollar-denominated Brazilian yield curve (cupom cambial), the Bovespa index and the cash prices for stocks.
Technology Evolution
In the last few years we have been making substantial investments in modernizing our technology infrastructure so as to offer
the markets we operate high performing and efficient systems, and trade and post-trade services. We discuss our recent
technology developments below.
PUMA Trading System

We believe that having the ability to offer electronic trading at very low latency, high throughput capacity and scalability are
critical factors to support market growth which give us key competitive strengths, which requires us to make substantial and
continuing investments in our technology infrastructure. For this reason, in 2010 we agreed a partnership and technology
cooperation with the CME Group for joint development and implementation of a multi-market, multi-asset class electronic
trading system with throughput capacity below one millisecond, which we planned and designed to replace old systems. We
named it PUMA Trading System. The system module for the trading of financial and commodity derivatives contracts and spot
currency contracts (BM&F segment) launched in the second half of 2011, whereas the modules for the trading of stocks and
other equity securities, equity-based derivatives (Bovespa segment) were implemented quite recently, in the first half of 2013.
Thus implemented, our new trading technology infrastructure brought the round-trip time, or RTT, down one millisecond, with
capacity to support our future growth. RTT is the primary metrics to measure the performance of electronic trading systems.
The table below sets forth data on the evolution of RTT and throughput capacity over the years through to December 31, 2013.
2007
BM&F segment
(PUMA Trading
System from 2011)
Bovespa segment
(PUMA Trading
System from 2013)
2008
2011
2012
2013
Round-trip time
Daily throughput capacity
Average daily volume
Peaks
(in milliseconds)
(in thousands of trades)
70
55
23
42
25
200
29
49
2009
20
200
39
76
10-15
400
66
152
2010
~1
400
66
195
~1
400
99
195
~1
400
128
251
Round-trip time
Daily throughput capacity
Average daily volume
Peaks
(in milliseconds)
450
390
153
343
300
770
245
414
20
1,500
332
591
10-15
3,000
431
800
10-15
3,000
567
1,092
10-15
3,000
781
1,500
~1
3,000
837
1,650
Clearinghouse integration (IPN):

We are now in the process of implementing a longtime plan to combine our four clearinghouses into a single, fully-integrated,
central clearing house in the context of which we created in 2012 our Integrated Post-Trading Facility Program (Programa de
Integrao da Ps-Negociao or IPN). In the last quarter of 2011, we announced a partnership with Cinnober, a Swedenbased global provider of advanced financial technology, which will include a perpetual license for use of TRADExpress RealTime
Clearing, their high performing, multi-asset, clearing and real-time risk management system. The RealTime Clearing system
(RTC) will be the backbone our future multi-asset, multi-market, integrated clearing facility for its technologically innovative,
high performing capabilities, capacity, stability and security features. And in the second quarter of 2011 we announced the
development of CORE, or CloseOut Risk Evaluation, our new central counterparty multi-asset, multi-market risk management
framework, and lynchpin of a solid risk management system architecture with performance to match the RTC system. Our new
integrated clearing house is set offer highly efficient clearing and settlement services for multiple assets across markets, and
optimized use of cash and collateral allocation through cross margining. It should also greatly enhance our competitive position.
The new technology infrastructure for financial and commodity derivatives was launched in August 18th 2014, and the
infrastructure for variable income assets, under the IPN program schedule, is set to be launched in 2016.
40
b.
Features of the distribution process
Distribution channels
Investment services firms (particularly commodity and securities brokerage firms) are market participants holding permits for
direct access to our trading systems, entitled to engage in proprietary trading and in investment intermediation on behalf of
their customers.
With the purpose of organizing and expanding our base of participants, thereby driving volume growth to BM&F segment,
we created different categories of access permits which grant different rights of access to our markets. Brokerage firms are
eligible to apply for one or more categories of access permit provided they fulfill certain related requi rements. These
requirements include minimum net equity and net current assets for protection of liquidity, in addition to professional
qualification, technology infrastructure, operating and other requirements. Access permit categories are classified acc ording
to market and practice area.
Permits granting rights of access to Bovespa segment markets in turn are granted only to securities firms, and are classified
into three access categories (i) full; (ii) regional; and (iii) pioneering. In addition to brokerage firms, investment banks and
securities dealers are also eligible to apply for permits to access our fixed-income market and organized OTC markets.
Access permits may grant full or restricted rights for participants to trade and intermediate trading on our markets,
depending on the terms of the permit application. Our board of directors reviews and evaluates applications for access
permits pursuant to applicable regulations and article 30, item f of our bylaws.
Operational Qualification Program, or PQO (Programa de Qualificao Profissional)

Taking it account that Brokers and brokerage firms typically represent an important distribution channel for our products and
for the very nature of their business they work actively in prospecting and expanding our end customer base, we launched in
2005, the PQO with the purpose of certify the quality of the services offered by brokers and brokerage firms. Our quality
certification program includes training and professional guidance on good market practices and higher standards of efficiency
and performance with the aim of strengthening their position as market participants, while ensuring efficiency and stability
for the markets we operate. Consistent with the program, we adopted several criteria to grant a number of qualification
seals classed by category of investment intermediation services provided.
These certification seals include the following: Agro Broker (for brokers that focus on intermediation of trades in
agricultural commodity derivatives); Carrying Broker (for brokers that operate as clearing agents and as custodians for
securities); Execution Broker (for brokers that focus on providing professional trading services); Retail Broker (for
brokers whose customer base comprises mainly retail corporate investors which trade in a wider range of financial products,
and whose qualification requirements include professional trading education skills and advisory capabilities, trade capture
and distribution capabilities); Home Broker (for brokers that focus on a customer base primarily made up of retail investor s
to whom they provide direct market access, typically through the Internet, while offering simple, objective guidance
requiring very little human interference).
For purposes of obtaining a certification seal, brokerage firms are required to operate pursuant to certain standards and
practices based on which qualification is recognized. Investment services firms licensed to operate as market participants are
required to observe and practice certain general standards (minimum qualification requirements), in addition to special
standards proper of their elected qualification category.
The heightened standards by which brokerage firms operate in our markets underpin the development of Brazilian capital
markets. For this reason, in 2010 we extended our qualification and certification program t o Bovespa segment participants
as well. Starting from 2012, the qualification and certification programs for market participants are now a responsibility of
our subsidiary BM&FBOVESPA Market Surveillance, or BSM, our self-regulatory and market surveillance arm.
c.
Market characteristics in relevant operating segments.

i.
Market share per segment.
Because we operate the only domestic exchange and OTC markets for listed equities and derivatives, as of December 31, 2013,
2012, 2011 and 2010 our share of these markets was 100%.
According to data compiled by the Futures Industry Association and released in the FIA Magazine, in the year 2013 we were
operating the fifth largest derivatives markets across the world by number of contracts traded, which was up from sixth largest
such market in the years 2010, 2011 and 2012. This measure takes into account financial and commodity contracts traded on
futures and options markets comprising our BM&F segment and equity-based derivatives and options on single stocks and stock
indices traded on derivatives markets comprising our Bovespa segment. In the case of registered trades in OTC derivatives, our
market share is approximately 20%.
In addition, in 2013 we held a 64.2% market share of the overall financial value traded in stocks of Brazilian issuers across the
world (versus 63.0%, 58.3% and 55.4% in the earlier years of 2012, 2011 and 2010, respectively), while the remainder
correlates with on-exchange transactions in U.S. markets, such as the New York Stock Exchange, or NYSE, in the form of
depositary receipts. Moreover, while between 2004 and 2013 our stock market registered 151 initial public offerings, the NYSE
registered five offerings of shares of Brazilian issuers. In addition, we registered 110 follow-on and seasoned offerings.
Moreover, according to data (in US dollars) compiled by the World Federation of Exchanges (WFE), in 2013 our stock market
(Bovespa segment) ranked 15th worldwide in terms of gross process raised in equity offerings, 13th in terms of average daily
trading value and 17th in terms of equity market capitalization. And according also to WFE data, as measured in terms of
volume traded, equity market capitalization and volume of equity offerings, we are the by far leading Latin American exchange.
ii. Competitive market conditions
41
Brazilian Exchange Industry

The Brazilian stock market industry began in 1845 with the creation of the Rio de Janeiro Stock Exchange ( Bolsa de Valores do
Rio de Janeiro), or BVRJ. Other stock exchanges emerged later, including in 1890 the So Paulo Stock Exchange, under the
name of Free Exchange (Bolsa Livre), which in 1895 changed to So Paulo Government Funds Exchange (Bolsa de Fundos
Pblicos de So Paulo). In the mid-1960s it was renamed Bovespa.
In 2000 an agreement was signed to consolidate the nine stock exchanges then operating in Brazil. Pursuant to this
agreement, all trading of equity securities on stock exchanges in Brazil moved to Bovespa. Five of those exchanges were later
terminated by their members.
In the case of the derivatives market, BM&F was organized in 1985 under the name Brazilian Mercantile & Futures Exchange, as
an exchange for the trading of financial, commodity and equity-based derivatives contracts.
Two well-defined trading segments emerged from the consolidation of the domestic stock markets into Bovespa, meaning the
equities and fixed-income securities segment operated by Bovespa, and the derivatives segment, comprising the trading of
commodities, derivatives based on equities, indices, interest rates and currency rates, in addition to federal, state and local
government debt securities, which was operated by BM&F.
Then, on May 8, 2008, the shareholders of Bovespa Holding S.A. and of BM&F S.A. approved the integration of the two
exchanges under a single company named BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, the Brazilian
Securities, Commodities and Futures Exchange.
As of December 31, 2013, we had no local competition in either the securities or the derivatives exchange markets, or in the
organized OTC market for equity securities. However, we did have competitors in terms of markets for OTC derivatives,
government bonds and corporate debt securities, as well as registration of OTC financial instruments, in addition to having
competitors for certain services our subsidiary BM&FBOVESPA Settlement Bank provides.
iii. Seasonality, if any.
We have no records suggesting our business is significantly influenced by seasonal factors, as we observe that trading volumes
may fluctuate for a number of reasons not clearly attributable to any seasonal event.
iv. Principal raw materials and supplies
Our relationships with suppliers and service providers are conducted in strict compliance with the notion of cooperative
relationships based on mutual good faith commercial relations. Our main suppliers are technology and IT solutions providers,
including servers, network equipment, mainframes and other hardware, equipment maintenance services, technical support and
specialist providers (in the case of special projects).
Typically, contracts and prices are negotiated by project or program. Where the price is agreed in foreign currency we will be
subject fluctuations in exchange rate, and where agreed in Brazilian reais there may be adjustments for inflation, which typically
track the fluctuations of either the extended consumer price index (IPCA) or the general market price index (IGPM).
Our main suppliers and service providers include the following:
HP; EMC Computer; Hitachi Data System; IBM; Compusoftware; AtosEURONEXT (NYSE);
Software AG; Oracle; Cinnober; Calypso; Red Hat Brasil Ltda; Smarts Market; CME;
IT (software and hardware):
Services:
Specialist providers:
7COMm; IBM; Multirede; Hitachi Data Systems, UOL Diveo, CPM Braxis; Microsoft; T&M;
Tempest Servios
7COMm; GPTI; 3CON Consultoria; Stefanini;
Telecom providers:
Web hosting providers:
Algar-CTBC; Embratel Primesys; RTM; TIM Intelig; Telefnica Brasil S.A.; Telmex;
UOL Diveo; Tivit.
7.4.
Customers whose purchases account for over 10% of total net revenues
In our case customer revenue concentration is not a factor of dependence, as our customer are the principals in trades carried
out on our markets, who for this purpose use our services.
7.5.
Material effects of government regulations on the business

a.
Special licensing requirements; background on relationships with licensing authorities.
Industry Regulation
Overview
The Brazilian capital markets and financial system are regulated by several government agencies. The overall regulatory
framework governing the Brazilian financial system and capital markets, however, is based on two main laws: (i) Law
No. 4,595/64, dealing with the organization of the Brazilian financial system and the roles of its agents, including the Central
Bank and the Brazilian National Monetary Council (Conselho Monetrio Nacional), or CMN; and (ii) Law No. 6,385/76, or Brazilian
Securities Market Law, dealing with the organization of the Brazilian capital markets and the role of its agents, creating the
CVM, and defining its powers, sphere of competence and responsibilities.
Regulators
The Brazilian National Monetary Council, the Brazilian Central Bank and the Brazilian Securities Commission (Comisso de Valores
Mobilirios), or CVM, are primarily responsible for regulating activities conducted in the Brazilian financial and capital markets and
for monitoring the participants in these markets, each within its own sphere of competence.
Brazilian National Monetary Council (CMN)

42
The CMN members are the Minister of Finance, the Minister of Planning and Budgets and the Governor of the Central Bank. It
was created with the purpose of formulating the monetary and credit policies for the financial and capital markets. These
policies address matters as systemic credit availability, form of remuneration for credit transactions, operating limits attributable
to financial institutions, regulations regarding foreign investments in Brazil and foreign exchange.
Central Bank
The Central Bank is a federal agency under the Ministry of Finance responsible for implementing the monetary and credit
policies established by the CMN, regulating the foreign exchange market and foreign investment flows in Brazil, licensing
financial institutions to operate in the domestic market and overseeing the operations of financial institutions.
Additionally, acting within the realm of the Brazilian payment system, the Central Bank is responsible for issuing operating
licenses to clearing facilities and clearing and settlement agents.
Brazilian Securities Commission (CVM)

The CVM is the primary regulatory and market oversight entity for the Brazilian capital markets. It is a federal agency under
the Ministry of Finance, dedicated to regulating and monitoring the capital markets and its agents. Financial institutions and
other institutions licensed to operate by the Central Bank are also subject to CVM oversight when conducting business in the
capital markets.
In order to have the ability to ensure the capital markets operate properly and to prevent or correct improper behavior, the
CVM has authority to: (i) approve, suspend or cancel registrations; (ii) approve, suspend or cancel public offerings of securities;
(iii) oversee the activities of publicly held companies, and the stock, commodities and futures markets, as well as the members
of the securities distribution system; (iv) release information or set guidelines for clarification or guidance to market
participants; (v) forbid market participants from engaging in practices, and ban practices that could be detrimental to the
capital markets and the investors in these markets, and to impose sanctions in the event of violations of applicable rules.
Government licenses and consents

As stated in article 3 of the Bylaws, three of the activities included in our corporate purposes are particularly important for
purposes of determining the applicability of certain regulatory licensing and consent requirements, as follows: (i) operation and
management of organized securities markets; (ii) provision of services for registration, clearing and settlement of transactions
carried out in any of our markets; and (iii) provision of services as central securities depository and provision of fungible and
non-fungible custodial services for securities and bonds.
Under article 18 of the Brazilian Securities Market Law (Law No. 6,385/76, as amended), the operation and management of
organized securities markets by us are subject to consent and oversight by the CVM.
In addition, the CVM issued Ruling 461/07, which regulates the formation, organization, operation and extinction of exchange
markets (whether for stocks, commodities or derivatives) and organized over-the-counter markets, or OTC markets. This
means our organization and operations are subject to direct oversight from the CVM, who has authority to validate
regulatory rules we may issue in connection with the operation of markets we operate, including rules concerning
requirements for the granting of access permits to prospective market participants and events of access permit
withdrawal, issuance of standard-setting rules and guidelines, definition of contract specifications, rules on order
characteristics and on transactions permitted in markets we manage as well as rules on surveillance and auditing
structures and processes, among other things.
Following completion of the integration process which combined the businesses of Bovespa and BM&F into a single
company named BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, and in accordance the requirements of
CVM Ruling 461/07, the CVM Board in a plenary session held on May 19, 2009, confirmed our license to operate and
manage organized exchange and OTC markets.
Under article 17, paragraph 1 of the Brazilian Securities Market Law, we are a market operator and operator of clearing
houses that, in such capacity, act as a self-regulatory and market surveillance organization, responsible for monitoring
and overseeing market participants and the transactions carried out on our markets. Our self-regulatory and market
surveillance arm is BM&FBOVESPA Market Surveillance (BSM), a not-for-profit mutual association and a financially
autonomous functional entity, with its own budget, infrastructure and specialized employees, created to perform selfregulatory and market surveillance functions, ensuring market integrity, efficiency and stability, enhanced investor
protection and sound market practices. BSM maintains close relationships with the regulators , in particular the Central
Bank and the CVM. It is also responsible for keeping the CVM abreast of market developments and provid ing the market
regulator with periodic reports of its market surveillance operations.
Moreover, the CVM regulates our business as operator of a central securities depository and provider of custodial services
for securities, as well as securities bookkeeping and registrar services (per CVM Rulings 541/13, 542/13 and 543/13,
respectively). Our license as central securities depository operator was issued on November 28, 2008.
Under Law No. 10,214/01, activities involving clearing and settlement services, which we provide through our four
clearing facilities (the derivatives, FX and bonds clearinghouses for BM&F segment and the Bovespa segment clearinghouse
for equities and corporate debt securities) are subject to the regulatory and oversight authority of both the CVM and the
Central Bank. Law No. 10,214/01 governs clearing and settlement activities within the scope of the Brazilian Payment
System. Supplementary regulations have been issued by the CMN and the Central Bank, in particular under CMN Resolution
2,882, which regulates payment systems and transactions related to securities and delegates autho rity for the Central Bank
to issue additional regulation concerning (i) clearing facilities, (ii) licenses for the operation of clearing and settlement
systems; and (iii) surveillance of these activities and enforcement of related rules, include imposition of sanctions.
43
Pursuant to Communiqu 9,419 dated April 18, 2002, the Central Bank granted BM&F licenses to operate a derivatives
clearinghouse and a FX clearinghouse, while having granted Bovespa (through CBLC, then a subsidiary which later merged
with Bovespa) a license to operate the equities clearinghouse; Communiqu 13,750 dated September 29, 2005, authorized
the derivatives clearinghouse to expand the scope of its business operations; and Communiqu 12,789 dated December 21,
2004, granted BM&F a license to operate the bonds clearinghouse.
We are in close contact with both the Central Bank and the CVM due to both the nature of our business and their
oversight responsibilities.
b.
Adopted environmental responsibility policy and practices, including adherence to international

environmental protection standards; compliance costs.
We have not expressly adhered to international environmental standards and our activities are not subject to special environmental
regulatory requirements because the nature of our business entails no direct negative impact on the environment. As a result we
incur no material compliance costs and do not adopt any particular set of practices for protection of the environment.
Still, we are committed to building social and environmental responsibility awareness and encouraging sound responsible practices
vis--vis internal and external stakeholders and the community. Accordingly, we participate in the Global Compact, a voluntary
corporate citizenship initiative sponsored by the United Nations, which relies on public accountability, transparency and the
enlightened self-interest of companies and civil society to initiate and share substantive action in pursuing principles associated
with global sustainability and overcoming social inequalities.
In addition, in response to the Carbon Disclosure Project (a UK-based international organization whose 2010 questionnaire we have
answered), we issued in 2010 our first Energy Use and Greenhouse Gas Emissions Inventory Report (for 2009), contemplating all
of the Scope 1, 2 and 3 emissions provided under the GHG Protocol Corporate Standard. Scope 1 emissions are direct emissions
from owned or controlled sources. Scope 2 emissions are indirect emissions from the generation of purchased energy. Scope 3
emissions are all indirect emissions (not included in scope 2) that occur in the value chain of the reporting company, including both
upstream and downstream emissions. Moreover, since 2010 our reports are now externally assured.
We were also the first emerging-market exchange to sign up to the Principles of Responsible Investment (PRI), a United
Nations-backed initiative and a set of aspirational and voluntary guidelines for investment entities wishing to address
environmental, social, and corporate governance (ESG) issues. The Principles provide a voluntary framework by which investors
can incorporate ESG issues into their decision-making and ownership practices and so better align their objectives with those of
society at large. As a signatory member, we also disseminate the Principles encouraging other investors to adhere. And we are a
member of the advisory committee of the Carbon Disclosure Project.
Moreover, such as announced at the 2012 Rio+20 Conference, acting within the scope of the Sustainable Stock Exchanges
Initiative, or SSE, we have committed to advance long-term, sustainable investing in our markets by promoting improved
environmental, social and corporate governance disclosures, performance and reporting by issuers and market
participants. The SSE is an initiative supported by the U.N. Global Compact, the United Nations-supported Principles for
Responsible Investment (PRI), the United Nations Environment Program Finance Initiative (UNEP-FI), and the United Nations
Conference on Trade and Development (UNCTAD).
c.
Dependence on patents, trademarks, licenses, concession grants, franchise arrangements or other

royalty-related contracts, which are material for the course of business.
Given the nature of our business, intellectual property assets can be critical to our operations, in particular IT-related assets
which in some cases may have been licensed from third parties. The information below provides an overview of these assets,
which are discussed in further detail under subsections 9.1(b) and 9.2 of this Reference Form.
1)
Patents and trademarks
BM&FBOVESPA and its subsidiaries own a number of registered trademarks, in addition to trademark applications previously
filed with the National Institute of Industrial Property (Instituto Nacional da Propriedade Industrial), or INPI, the local patent
and trademark office (see the information under subsection 9.1(b) of this Form). Our main trademarks and service marks
include BM&FBOVESPA, BM&FBOVESPA A Nova Bolsa, BM&F, BM&F Brasil, GTS - Global Trading System, Bolsa
Brasileira de Mercadorias, BM&F Trading System, Sisbex, Bovespa e Ibovespa, Novo Mercado BM&FBOVESPA, PUMA
Trading System BM&FBOVESPA, and BM&FBOVESPA The New Exchange, which are either currently registered or are the
subject of trademark applications previously filed with the INPI, classifying as trademarks or services marks in the several
categories of services and products we and our subsidiaries offer. Previously, BM&F being a highly recognizable trademark, we
applied to secure highly renowned trademark status for the brand. Recognition of highly renowned status secures special
protection rights for the trademark throughout Brazilian territory and across the spectrum of economic activity. Currently, the
application proceeding is still pending.
In addition, as of December 31, 2013, we had 68 trademarks and service marks registered in other countries in South America,
Europe, Asia, South Africa and the United States, including trademarks as BM&FBOVESPA, Bovespa Bolsa de Valores de
So Paulo, Ibovespa and Bovespa So Paulo Stock Exchange. We periodically review our portfolio of brands, marks and
logos, taking steps to adjust it our strategy as may be appropriate.
As of December 31, 2013, we had five patent applications pending at the INPI in Brazil, and one patent application pending in
the United States. These applications are related to our GTS trading system, the Brazil Easy Investment project and our CORE
project (or CloseOut Risk Evaluation), our new central counterparty, multi-asset, multi-market risk management system
framework. Pursuant to a strategic decision taken by our chief technology and information security officer, the patent
applications previously filed in Argentina in connection with the GTS trading system have been withdrawn and discontinued.
2)
Domain names
44
As of December 31, 2013, BM&FBOVESPA and its subsidiaries owned 147 domain names registered on behalf of the Company
in Brazil and 16 domain names registered elsewhere, other than in Brazil, all on behalf of our Company. As of the same date,
our main registered domain names were bmfbovespa.com.br, bmfbovespa.com, bvmf.com.br, bmf.com.br,
bbmnet.com.br, sisbex.com.br, www.bovespa.com.br, www.abolsadobrasil.com.br and www.bovespaonline.com.br.
3)
Computer programs and software
Computer programs and software performs a fundamental role in our business operations. Accordingly, we keep strict controls
for the licensing of computer programs and software we use or implement. For additional information on program and software
licensing, see subsection 9.1(b) of this Form.
7.6.
Material revenues from local and foreign customers

a.
Revenues attributable to customers based in the issuers home country, including as a percentage of
total net revenues
We estimate domestic investors accounted for about 70.0% of the overall volume traded on our markets in the year ended
December 31, 2013.
b.
Revenues attributable to foreign customers on a per-country basis, including as a percentage of total

net revenues
Investors based in the United Kingdom, United States and Uruguay accounted for 13.6%, 12.0% and 4.2%, respectively, of the
overall value traded in 2013 on markets comprising the Bovespa segment, which means these investors accounted for
estimated 5.7%, 5.1% and 1.8%, respectively, of our total net revenue for 2013. In turn, our BM&F segment, investors based
in the United States and the United Kingdom accounted for 22.1% and 3.1%, respectively, of the overall volume traded in 2013,
which means these investors accounted for approximately 9.3% and 1.3%, respectively, of our total net revenue for 2013.
c.
Total revenues attributable to customers based elsewhere other than in Brazil, including as a
percentage of total net revenues
We estimate foreign investors accounted for about 30.0% of the overall volume traded on our markets in the year ended
December 31, 2013.
7.7.
How the laws and regulations of foreign jurisdictions influence the business
We are subject to the regulatory authority of the U.S. Commodity Futures Trading Commission, or CFTC, which is the
independent agency of the United States Government that regulates futures and options markets. The regulatory framework
provided by the CFTC applies to us to the extent we:
Provide local market participants with direct electronic access to U.S. derivatives markets: On September 26, 2008, the
CFTC issued a no-action letter indicating that, provided certain CFTC requirements were met, no civil or criminal action
would be taken against BM&FBOVESPA for providing direct access to trading systems in U.S. derivatives markets, or any
against market participants (meaning local brokerage firms or clearing agents for BM&F segment markets) and
authorized U.S. persons for accessing electronic trading systems in U.S. derivatives markets through BM&FBOVESPA. The
relevant CFTC requirements include, among other things, reporting requirements concerning volumes and types of
contracts traded, new contract offerings, changes to our organizational structure and so forth.
Offer and sell in the United States derivatives contracts based on the Bovespa Index. We have been granted CFTC
approval to offer and sell in the United States full-sized and mini-sized futures contracts and options based on the
Bovespa Index. Under applicable U.S. law, a foreign exchange offering derivatives based on a stock index must meet
certain contract-related requirements and index composition and compilation criteria. One such criterion requires the
underlying stock index to be a broad-based index (as opposed to a narrow-based security index, as defined).
On August 26, 2009, the CFTC authorized us to offer and sell to U.S. persons the following futures contracts and strategies:
Bovespa Index Futures (or Ibovespa Futures);
Mini-sized Ibovespa Futures;
American-Style Call Options on Ibovespa Futures;
American-Style Put Options on Ibovespa Futures;
Forward Points on Ibovespa Futures (FWI);
Ibovespa Futures Rollover (IR1).
On the occasion, the CFTC also authorized us to provide direct access to our electronic platforms through an order routing
program established with the CME Group (routing through the CMEs Globex system). In addition, we have applied to offer and
sell in the United States derivatives contracts based on the IBrX50 index. A response to this latter application to the CFTC is
currently pending.
7.8.
Material long-term relationships not discussed elsewhere in this form.
In 2013, for the fifth year in a row we published our annual sustainability report, which provides information about our
socially and environmentally responsible performance, in accordance with the guidelines of the Global Reporting Initiative
(GRI) on sustainability reporting. We were the second exchange worldwide and the first in the Americas to adopt the GRI
Guidelines on sustainability reporting. A sustainability report is a comprehensive annual report that gives financial and
non-financial information about economic, environmental, social investing and governance performance, and enables a
company to report sustainability information in a way that is similar to financial reporting, including by providing
comparable data, with agreed disclosures and metrics. It is also encouragement for investors and analysts to incorporate
environmental, social and corporate governance (ESG) issues into their investment decision -making and ownership
practices, thus better aligning their objectives with those of society at large. Our 2013 Annual Report was prepared
45
pursuant to a GRI Application Level C declaration, which the Global Reporting Initiative has checked issuing the relevant
GRI Application Level Check Statement.
You may access our Annual Reports in our website at www.bmfbovespa.com.br, or in our investor relations gateway,
www.bmfbovespa.com.br/ri.
Our commitment to sustainability is underpinned by the realization that our Company has the key mission of inducing,
promoting and practicing socially and environmentally responsible principles and investments designed to promote sustainable
development. Amidst other actions geared towards realizing these aspirations and ensuring these values are built into our
approach to business, we launched our Novo Valor (New Value) program in May 2010, which aims to promote sustainable
development of Exchange and capital market involving all audiences, like investors, companies and brokerage firms. Our Novo
Valor initiatives and programs include:
Corporate Sustainability Index, or ISE (ndice de Sustentabilidade Empresarial). Created in 2005, this index measures
return on a theoretical portfolio of stocks of issuers highly committed to sound practices in social and environmental
responsibility, corporate sustainability and higher corporate governance standards. The ISE is a benchmark for the
domestic capital markets and a driver of socially and environmentally responsible investing (see additional information at
www.isebvmf.com.br);
Carbon-Efficient Index, or ICO2 (ndice Carbono Eficiente). Launched in December 2010, the Carbon Efficient Index, or
ICO2, is a liquidity-weighted total return index where stocks are weighted also by their carbon footprint performance
(calculated as MTeCO2/Gross Revenues).
In Good Company Program. This program provides a discussion forum for deeper understanding of the impact of
sustainability and social investing initiatives on management and day -to-day operations. A highlight of the program, in
April 2011, we launched a publication designed as a first-steps guide to socially and environmentally responsible
investments entitled Novo Valor Corporate Sustainability: How to begin; who to involve; what to prioritize (Novo
Valor Sustentabilidade nas Empresas, Como Comear, Quem Envolver e o que Priorizar) .
Greenhouse Gas Emissions Inventory Report . We issued in 2010 our first GHG Emissions Inventory Report (for
2009), which was followed in 2011 by a Scope 3 report for our 2010 GHG emissions inventory, which has been
externally assured. Our GHG emissions inventory reports are filed with the GHG Emissions Registry established by
the Brazil GHG Protocol Program, where our reports can be accessed.
Report or Explain Initiative. In December 2011 we issued a recommendation for listed public companies to adhere to
sustainability reporting in line with the reporting guidelines of the Global Reporting Initiative, or GRI. The initiative
was implemented on a report-or-explain basis and allows for progressive adherence to sustainability reporting. For
this purpose, issuers are expected to indicate under subsection 7.8 of their annual Ref erence Forms whether or not
they engage in sustainability reporting (by releasing a sustainability report per se or an integrated report) and, if so,
where the report be can accessed, or otherwise explain why not.
SSE Initiative. At the 2012 Rio+20 Conference, we, BM&FBOVESPA, along with Nasdaq OMX, the Johannesburg Stock
Exchange, the Istanbul Stock Exchange and the Egyptian Exchange, acting within the scope of the Sustainable Stock
Exchanges Initiative, or SSE announced a commitment to advance long-term, sustainable investing in our domestic
markets by promoting enhanced environmental, social and corporate governance disclosures, performance and reporting
by issuers and market participants. The announcement followed a report by the Sustainable Stock Exchanges Initiative,
or SSE, named 2012 Sustainable Stock Exchanges: A Report on Progress, supported by the U.N. Global Compact, the
United Nations-supported Principles for Responsible Investment (PRI), the United Nations Environment Program Finance
Initiative (UNEP-FI), and the United Nations Conference on Trade and Development (UNCTAD).
BM&FBOVESPA Institute
As part of our corporate citizenship and social investment initiatives, in 2007 we organized the Institute (Instituto
BM&FBOVESPA) as a civil society organization (CSO), which under Brazilian law takes the form of a public interest nongovernmental organization locally known as OSCIP (organizao da sociedade civil de interesse pblico), for the purpose of
integrating and coordinating our social investment projects. The initiatives the Institute operates are:
Sports and Cultural Space (Espao Esportivo e Cultural). Located in Paraispolis, a lower income district in the city of
So Paulo, the Space is a center for the practice of sports and cultural and artistic development of children and
teenagers of that community. The Space offers year-round classes to about 700 youngsters and teenagers;
BVSA The Environmental and Social Investment Exchange (Bolsa de Valores Socioambientais). This is a pioneering
program inspired in the operating model of a stock exchange, which works as a hub for investors interested in
contributing to socially and environmentally responsible projects (including education and community advancement
projects) in search of sponsors and financing. In 2013 the program amassed R$614 thousand to finance 17 projects;
In Action. Created in October 2010, this is a voluntary community mobilization program whose volunteer members are
some of our employees, interns and their family members. At present, 428 registered members use a social media
network we call In-Action Gateway (Portal em Ao) as the basis for their volunteer community work.
Job Training Association. Created in 1996, this job training association (Associao Profissionalizante BM&FBOVESPA) is
committed to promoting social inclusion by carrying out education actions aimed to modify present conditions and
ensure young adults (aged 15 to 22) are given an opportunity to build on their capabilities and skills for a better future.
Programs offered by the Association include Building Employability Skills (Capacitao para Empregabilidade), Handyman
(Faz Tudo) and Beauty Space (Espao Beleza). In 2013 we celebrated the 17th anniversary of our association with a
track record of 75% employability rate.
46
7.9.
Athletics Club. The Athletics Club (Clube de Atletismo BM&FBOVESPA) was organized in 2002 as part of our efforts to
take a more inclusive approach to corporate citizenship and a more active role in the preparation and sponsorship of
track and field athletes. In 2011, we organized and are sponsoring a junior track & field team composed of young people
from underprivileged backgrounds aged 6 to 18. In 2012, at its 10th anniversary, the Club unveiled its new Sports
Training Center located nearby So Paulo in the city of So Caetano do Sul. Product of a cooperation arrangement
with the So Caetano City Hall. It is an indoor sports complex, with both indoor and outdoor track and field
facilities, which offers fitness, strength and conditioning areas, medical and rehabilitation facilities, and other
athlete services.
There is no additional reportable information requiring discussion at this time .
8. ECONOMIC GROUP
8.1.
Description of the economic group

a.
direct and indirect controlling shareholders
We have no direct or indirect controlling shareholder or controlling group of shareholders sharing similar interests. In
addition, no shareholders, voting or other agreements have been filed in our registered office to regulate rights to elect our
directors or the exercise of voting rights by shareholders.
b.
subsidiaries and affiliates
BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.)

The BM&FBOVESPA Settlement Bank is a wholly-owned subsidiary organized to facilitate clearing and settlement for trades
carried out on markets we operate, including by providing custodial services for securities and other financial assets, foreign
exchange and local representation services for nonresident investors, in addition to performing important risk mitigation and
other operating support roles. For additional information on our settlement bank, see section 7 of this Form under the
heading Business.
BM&F (USA) Inc.

BM&F USA Inc. is a wholly-owned subsidiary based in New York, which also operates our representative office in Shanghai,
China. It operates in these regions as a cross-border representative office, establishing professional relationships with other
exchanges and market regulators, as well as prospecting customers for our markets within local regulatory constraints.

BM&FBOVESPA (UK) Ltd. is a wholly-owned subsidiary based in London, which operates as our representative office for the
European and the Middle Eastern regions, establishing professional relationships with other exchanges and market regulators,
as well as prospecting customers for our markets within local regulatory constraints.
Brazilian Commodities Exchange (Bolsa Brasileira de Mercadorias)

The Brazilian Commodities Exchange is a mutualized not-for-profit entity in which BM&FBOVESPA holds a 53.28% majority
membership interest consisting of 203 membership certificates. The corporate purpose of the Brazilian Commodities
Exchange is to develop and offer regional venues (including spot and forward and options markets) for the free and open and
competitive trading of agricultural commodities (as actuals or otherwise) and OTC agribusiness securities . For additional
information, see section 7 of this Form .
Rio de Janeiro Stock Exchange, or BVRJ (Bolsa de Valores do Rio de Janeiro)

BVRJ is an inactive stock exchange. Since 2004 it has been renting out space in part of the building where its headquarters are
located. The Rio Exchange Convention Center leases space for seminars, congresses, conferences, professional training
sessions, private meetings, and similar other events. For information on the real property owned by BVRJ, see the information
under subsection 7.9 of this Form.
BM&FBOVESPA Market Surveillance, or BSM (BM&FBOVESPA Superviso de Mercados)

Our self-regulatory function is performed through BM&FBOVESPA Market Surveillance, which is a self -regulatory and
supervisory organization (SRO) formed as a not-for-profit mutual association. BSM is unconsolidated in our financial
statements. For additional information on BSM, see section 7 of this Form.
BM&FBOVESPA Institute (Instituto BM&FBOVESPA)

The BM&FBOVESPA Institute is a not-for-profit entity and civil society organization (CSO) we organized to assist us in realizing
our aspirations for sustainable and responsible investments, by integrating and coordinating our social investment projects. The
BM&FBOVESPA Institute is unconsolidated in our financial statements. For additional information on the Institute, see
section 7 of this Form.
c.
Equity holdings in companies belonging to the economic group
Subsidiaries and affiliates
Equity holding(%)
BM&FBOVESPA Settlement Bank

Brazilian Commodities Exchange
Rio de Janeiro Stock Exchange
BM&F (USA) Inc.
100.00%
53.28%
86.95%
100.00%
100.00%
47
d.
Interest held in our shares by companies belonging to the economic group.
None of our subsidiaries and affiliates holds shares issued by us.

e.
Companies under common control.
We hold no interest in companies under common control with other parties.

8.2.
Organizational chart of the economic group.
BM&FBOVESPA S.A.
The Brazilian Securities, Commodities and Futures Exchange
99.99%
53.28%
BM&FBOVESPA
Market
Surveillance
(BSM)
Brazilian
Commodities
Exchange
Rio de Janeiro
Stock Exchange
(BVRJ)
BM&FBOVESPA
Settlement
Bank
0.01%
100.0%
100.0%
86.95%
100.0%
BM&F (USA) Inc.
BM&FBOVESPA
(UK) Ltd.
99.99%
BM&FBOVESPA
Institute
The BM&FBOVESPA Institute (Instituto BM&FBOVESPA) was organized in 2007 as a civil society organization (CSO) which,
under Brazilian law, takes the form of a public interest non-governmental organization locally known as OSCIP
(organizao da sociedade civil de interesse pblico) , for the purpose of integrating and coordinating our social
investment projects. BM&FBOVESPA Market Surveillance (BM&FBOVESPA Superviso de Mercados) , or BSM, is a not-forprofit mutual association established as a self-regulatory and market surveillance organization which, consistent with CVM
Ruling 461/07, is responsible for regulatory and oversight activities within the realm of markets we operate. Both these
companies are unconsolidated in our financial statements, which is why they are not included in the table provided in
subsection 8(1)(c) above.
8.3. Restructuring processes; merger and acquisition transactions
Other than as discussed in subsection 6.5 of this Form, there have been no corporate restructuring transactions, whether
materially impacting our economic group or otherwise.
8.4. Additional reportable information.
There is no additional material information related to our economic group and this subsection.
9. MATERIAL ASSETS
9.1.
Material noncurrent assets; other assets.
Not applicable, as noncurrent assets are not material for our business.
a.
Fixed assets
Type of property
Headquarters building
High rise
High rise
Building under construction
High rise
High rise
Office space
b.
Property address
City
Praa Antonio Prado 48

Rua XV de Novembro 275
Rua Florncio de Abreu 195
Estrada Vinte e Seis 85
Av. Ceci 1,850 district of Tambor
Rua Bento Branco de Andrade Filho 621
district of Santo Amaro
Rua Lbero Badar 471, 4th floor
So Paulo
So Paulo
So Paulo
Santana de Parnaba
Barueri
State
So
So
So
So
So
Owned/Rented/Leased
Paulo
Paulo
Paulo
Paulo
Paulo
Owned property
Owned property
Owned property
Owned property
Rented property
So Paulo
So Paulo
Rented property
So Paulo
So Paulo
Rented property
Patents, trademarks, licenses, concessions, franchises, and technology transfer agreement
1) Material registered trademarks and trademark applications in Brazil

Asset description
Subsection 9.2 of this Form sets forth a list of all our material registered trademarks and trademark applications in Brazil.
Territory covered
Brazil.
Effective life
10 years from the registration date (renewable for like periods) - per Industrial Property Law (Law No. 9,279/96, as amended).
48
Events potentially
triggering loss of
trademark rights
Other than legally prescribed events, we are not aware at this time of any circumstance which could lead to loss of
rights on any particular trademark or application. Moreover, we do not anticipate facing any event or circumstance which
could result in loss of rights on any particular trademark or trademark application. No trademark or trademark
application has been contested or challenged in any way, whether administratively or before the courts.
Effects of
loss of rights
A loss of rights under any registered trademark or trademark application could entail inability to prevent other parties
from using the trademarks and, possibly, discontinuance of use, neither of which is anticipated by us to the information
provided herein.
2) Material trademarks registered elsewhere other than in Brazil

Asset description
Subsection 9.2 of this Form sets forth a list of our material registered trademarks abroad.
Territory covered
Territories of Argentina, Chile, Paraguay, Uruguay, Mexico, Canada, the United States of America, territory covered by
the European Unions Office of Harmonization for the Internal Market (OHIM), Spain, Portugal, France, the United
Kingdom, Switzerland, Hong Kong, Japan, South Korea, Singapore and Taiwan, a s applicable, and as stated in the list
provided in subsection 9.2 below.
Effective life
Pursuant to applicable legislation in the jurisdictions where trademarks have been registered or trademark applications
filed, the effectively life typically spans 10 years after the registration date (renewable for like periods).
Events potentially
triggering loss of
trademark rights
Effects of
loss of rights
Other than legally prescribed events, we are not aware at this time of any circumstance which could lead to loss of rights
on any particular trademark or application. Moreover, we do not anticipate facing any event or circumstance which could
result in loss of rights on any particular trademark or trademark application. No trademark or trademark application has
been contested or challenged in any way, whether administratively or before the courts.
A loss of rights under any registered trademark or trademark application could entail inability to prevent other parties
from using the trademarks and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the
information provided herein.
3) Patent applications in Brazil

Asset description
Subsection 9.2 of this Form sets forth a list of our patents and patent applications in Brazil.
Territory covered
Brazil.
Effective life
Pursuant to the Industrial Property Law ( Law No. 9,279/96, as amended), 20 years from the patent deposit date.
However, you should note that as of the date of this Form, no patents had been issued to us.
Events potentially
triggering loss of
trademark rights
Effects of
loss of rights
on any particular patent application. Moreover, we do not anticipate facing a ny event or circumstance which could result
in loss of rights on any particular patent application. No patent application has been contested or challenged in any way,
whether administratively or before the courts.
A loss of rights under any patent or patent application could entail inability to prevent other parties from using the
patents and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the information provided
herein.
4) Cross border patent applications and patent applications under the Patent Cooperation Treaty (or PCT applications)
Asset description
Subsection 9.2 of this Form sets forth a list of our patents and patent applications abroad.
Territory covered
United States of America.
Effective life
Events potentially
triggering loss of
trademark rights
Effects of
loss of rights
Pursuant to applicable legislation in the jurisdictions in which patent applications have been filed, 20 years from the
patent deposit date. However, you should note that as of the date of this Form, no patents had been issued to us
elsewhere other than Brazil.
on any particular patent application. Moreover, we do not anticipate facing any event or circumstance which could result
in loss of rights on any particular patent application. No patent application has been contested or challenged in any way,
whether administratively or before the courts.
A loss of rights under any patent or patent application could entail inability to prevent other parties from using the
subject-matter of the patent application and, possibly, discontinuance of use, neither of which is anticipated by us by
virtue of the information provided herein.
5) Technology transfer agreements

Asset description
Subsection 9.2 of this Form sets forth a list of existing technology agreements.
Territory covered
Brazil.
Effective life
As stated under subsection 9.2 under the heading Technology Agreements.
Events potentially
triggering loss of
trademark rights
To the best of our knowledge, there have been no events or circumstances prior to the date of this Form which would
threaten or otherwise imply loss of our rights under any existing technology agreement, which rights have not been
challenged by any third party under judicial proceedings or otherwise.
Effects of
loss of rights
Given the information above, we do not anticipate losing any such contractual rights. However, we could resort to using
alternative technology solutions if the relevant technology agreement were to terminate.
For additional information about trademarks, patents, applications and technology agreements, see the tables under subsection
9.2 of this Form, under the heading Additional Reportable Information Supplemental Information to Subsection 9.1(b).
c.
Companies in which the issuer holds ownership interest
Corporate name
Brazilian taxpayer ID (CNPJ)
BM&FBOVESPA Settlement Bank Subsidiary

(Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.)
00.997.185/0001-50
49
Based in (city state - country)
So Paulo, SP, Brazil
Business
Facilitates clearance and settlement of transactions carried out on BM&FBOVESPA markets; acts
as an important risk mitigation vehicle
Ownership interest
100.0%
CVM Registration (number)
Not registered as a public company (closely-held)
Investment decision basis

(decisions to acquire and to hold the investment)
Facilitating the clearing and settlement process and the custody of financial assets for customer
market participants with access to our clearing houses.
Investment carrying value
R$59,028 thousand (at December 31, 2013)
Investment market value at year-end

(based on year-end stock quote)
Not applicable
Appreciation or depreciation in the last three years

(based on carrying value)
None, except for a positive equity-method adjustment to carrying value, in the amount of
R$6,670 thousand.
Market value appreciation or depreciation in the last

three years (based on year-end stock quotes)
Total dividends received in the last three years
Corporate name
Not applicable
R$2,750 thousand
Brazilian Commodities Exchange (Bolsa Brasileira de Mercadorias) Subsidiary
05.342.088/0001-43
So Paulo, SP, Brazil
Business
Facilitates trading of agricultural commodities, provides services to the public sector by

operating the electronic auctions system and to the agribusiness sector by operating a market
for agricultural commodities.
Ownership interest
53.28%

Developing and offering regional venues for the trading (including cash and forward market
trading) of agricultural commodities and OTC agribusiness securities, for the development of
an organized, wide and active domestic market and reliable price-formation mechanisms for
the Brazilian agribusiness

(based on year-end stock quote )
Not applicable

None, except for a negative equity-method adjustment to carrying value, in the amount of
R$387.0 thousand.

Not applicable
R$0.00
Corporate name
BVRJ - Rio de Janeiro Stock Exchange (Bolsa de Valores do Rio de Janeiro) Subsidiary
33.660.648/0001-43
Rio de Janeiro, RJ, Brazil
Business
BVRJ is an inactive stock exchange. Since 2004 it rents out space in part of the building
where its registered office is located. The Rio Exchange Convention Center leases space
for seminars, congresses, conferences, professional training sessions, private meetings,
and similar other events. See the information under subsection 7.9 of this Form.
Ownership interest
86.95%
Investment decision basis (decisions to acquire and

to hold the investment)
In 2000, with the purpose of consolidating all Brazilian equity trading on a single exchange,
the So Paulo Stock Exchange (Bovespa) led an integration program with the other eight
Brazilian stock exchanges, whereby it became the only exchange operator for equities in
Brazil. In 2002, BM&F acquired most of the membership certificates in the Rio de Janeiro
Stock Exchange, which gave it control over the rights to operate Sisbex, the government
bonds trading system previously operated by the Rio de Janeiro Stock Exchange (BVRJ).

Corporate name
Not applicable
None, except for a negative equity-method adjustment to carrying value, in the amount of
R$ 2,693 thousand.
Not applicable
R$0.00
BM&F (USA) Inc. Subsidiary
Not applicable
New York, NY, U.S.A.
50
Business
Acts as our cross-border representative office, establishing professional relationships with

other exchanges and market regulators and, giving due regard to local regulatory constraints,
prospecting customers for our markets. It also tackles distribution of market data and other
market information abroad; prospects for strategic alliances and opportunities with other
exchanges.
Ownership interest
100.0%

Establishing professional relationships with other exchanges and market regulators,

prospecting customers for our markets.

Corporate name
Not applicable
None, except for a positive equity-method adjustment to carrying value in the amount of
R$131 thousand.
Not applicable
R$0.00
BM&FBOVESPA (UK) Ltd. Subsidiary
Not applicable
London, England
Business
Acts as our cross-border representative office, establishing professional relationships with

other exchanges and market regulators and, giving due regard to local regulatory constraints,
prospecting customers for our markets. It also tackles distribution of market data and other
market information abroad; prospects for strategic alliances and opportunities with other
exchanges.
Ownership interest
100.0%

Establishing professional relationships with other exchanges and market regulators,

prospecting customers for our markets.

Corporate name
Not applicable
None, except for a positive equity-method adjustment to carrying value in the amount of
R$45 thousand.
Not applicable
R$0.00
CME Group, Inc. Affiliate
Not applicable
Chicago, IL, U.S.A.
Business
The CME Group serves the risk management needs of customers around the world. As an
international marketplace, it attracts buyers and sellers to its multi -asset electronic
trading systems (CME Globex) and open-outcry system. CME listings include futures and
options based on interest rates, equity indices, foreign exchange, energy, agricultural
commodities, rare and precious metals, weather and real estate.
Ownership interest
5%
A public company registered with the U.S. Securities and Exchange Commission (SEC)

Global preferred strategic partnership whereby the two exchanges collaborate in

identifying strategic joint investment and commercial partnership opportunities in
securities and derivatives markets, in addition to jointly developing and implementing a
new multi-asset class electronic trading platform.
R$3,312,606 thousand (at December 31, 2013)

(based on year-end stock quote at year-end)
R$3,119,716 thousand

None

December 31, 2013 R$1,361,772 thousand

December 31, 2012 R$205,922 thousand
December 31, 2011 (R$268.329 thousand)
9.2.

December 31, 2011 R$ 32,907 thousand
CME Group, Inc. Starting from July 2010, when we acquired additional 3.2% of the outstanding shares of CME, our aggregate
ownership interest in the CME Group climbed to 5% (from 1.8% previously), which made us the largest shareholder of the CME
51
Group. As a result, we now account for our investment in CME under the equity method of accounting, and recognize our share
of the profit or loss of this equity-method investment through profit or loss (in the statement of income).
BM&F (USA) Inc. and BM&FBOVESPA (UK) Ltd. Pursuant to corporate documents dated February 1, 2011, BM&FBOVESPA (UK)
Ltd., which was earlier a wholly-owned subsidiary of BM&F (USA) Inc., is now directly under our control as a wholly-owned
subsidiary.
Supplemental Information to Subsection 9.1 (b)
1) Material registered trademarks and trademark applications in Brazil

Trademark
Case Record No.
Status
Class
Deposit date
Registration date
BM&F
IBOVESPA
BOVESPA
812290143
813834600
813878128
813878144
816169683
820693081
200010476
820833193
821874640
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
36.50/60/70
NCL 36
NCL 36
NCL 36
NCL 36
NCL 36
NCL 42
NCL 36
36.10/70
11/7/1985
9/22/1987
10/29/1987
10/29/1987
7/4/1991
5/28/1998
5/29/1998
8/10/1998
12/15/1999
10/27/1987
2/6/1990
2/6/1990
2/6/1990
7/12/1994
4/3/2001
6/19/2001
2/17/2004
8/25/2009
821877259
Registered
36.10/70
12/16/1999
4/18/2006
821877348
822059380
822744260
Registered
Registered
Registered
36.10/70
NCL 36
NCL 36
12/16/1999
3/14/2000
5/22/2000
4/18/2006
10/13/2009
8/22/2006
822472791
Registered
NCL 36
7/27/2000
9/12/2006
822472813
Registered
NCL 38
7/27/2000
9/12/2006
823194264
Registered
NCL 36
4/23/2001
11/3/2010
BM&F GLOBAL TRADING SYSTEM

BM&F BRAZILIAN MERCANTILE & FUTURES
EXCHANGE
823411656
Registered
NCL 36
7/5/2001
2/21/2007
823411680
Registered
NCL 36
7/5/2001
2/21/2007
BM&F BRASIL
823411710
823454258
826745741
826745750
826745768
826745776
826745784
827242328
827634048
828056102
828232202
828232296
828232253
900170212
829295089
Registered
Applied for
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
36
36
36
16
42
41
36
36
36
36
36
36
36
36
16
7/5/2001
7/20/2001
10/14/2004
10/14/2004
10/14/2004
10/14/2004
10/14/2004
3/17/2005
8/12/2005
1/20/2006
3/29/2006
3/29/2006
3/29/2006
1/30/2007
9/4/2007
2/21/2007
12/9/2008
9/11/2007
9/11/2007
9/11/2007
9/11/2007
11/20/2007
12/26/2007
3/18/2008
7/27/2010
7/27/2010
7/27/2010
5/17/2011
3/5/2013
829344411
Registered
NCL 36
10/9/2007
9/6/2011
829344420
Registered
NCL 42
10/9/2007
9/6/2011
829344438
Registered
NCL 16
10/9/2007
9/6/2011
829678557
829678565
830006273
830006281
830006524
830006532
830050159
830322876
830323465
830323511
830323520
830404660
830467351
830501428
Registered
Registered
Applied for
Applied for
Applied for
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Applied for
Registered
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
5/6/2008
5/6/2008
12/8/2008
12/8/2008
12/8/2008
12/8/2008
2/5/2009
8/6/2009
8/7/2009
8/7/2009
8/7/2009
10/23/2009
12/21/2009
1/6/2010
8/2/2011
8/2/2011
FUTURO IBOVESPA
BOLSA DE MERCADORIAS & FUTUROS - BM&F
BOVESPA BOLSA DE VALORES DE SO PAULO
BOVESPA BOLSA DE VALORES DE SO PAULO
BOVESPA
BTC - BANCO DE TTULOS CBLC

BRAZILIAN CLEARING AND DEPOSITORY
CORPORATION - CBLC
CBLC
MULTIBROKER
SISBEX
CBLC COMPANHIA BRASILEIRA DE LIQUIDAO E

CUSTDIA
CBLC COMPANHIA BRASILEIRA DE LIQUIDAO E
CUSTDIA
BOVESPA FIX MERCADO DE TTULOS DE DVIDA
CORPORATIVA
GTS - GLOBAL TRADING SYSTEM

BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
MEGABOLSA MB
BOVESPA MAIS BRASIL

ISE NDICE DE SUSTENTABILIDADE EMPRESARIAL
NVEL 1 BOVESPA BRASIL
NVEL 2 BOVESPA BRASIL
NOVO MERCADO BOVESPA BRASIL
BANCO BM&F
BOVESPA
MERCADO INTERNACIONAL BOVESPA BDR - NO

PATROCINADO
PATROCINADO
PATROCINADO
BM&F BOVESPA
BM&F BOVESPA
BM&F BOVESPA A NOVA BOLSA

BM&F BOVESPA A NOVA BOLSA
IBOVESPA
IBOVESPA
SINACOR
iMERCADO
BVMF
BVMF
BVMF
DESAFIO BM&FBOVESPA
Educar BM&FBOVESPA
ndice BM&FBOVESPA Financeiro - IFNC
52
41
36
41
36
41
36
36
36
41
36
42
36
41
36
2/1/2011
8/9/2011
5/15/2012
5/15/2012
5/15/2012
5/15/2012
8/21/2012
11/27/2012
ndice BM&FBOVESPA Financeiro - IFNC
830501410
830863630
830863648
830863656
830863672
830863680
830863699
830876383
830876405
830876413
830876448
830876456
831093226
831093234
831093242
831093250
831093269
831093277
840042922
840042957
840043066
840043155
840043228
Registered
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
35
36
41
42
36
41
42
16
32
38
36
35
09
42
36
36
42
09
42
36
41
35
16
1/6/2010
1/28/2011
1/28/2011
1/28/2011
1/28/2011
1/28/2011
1/28/2011
2/28/2011
2/28/2011
2/28/2011
2/28/2011
2/28/2011
8/17/2011
8/17/2011
8/17/2011
8/17/2011
8/17/2011
8/17/2011
3/2/2012
3/2/2012
3/2/2012
3/2/2012
3/2/2012
840296568
Applied for
NCL 42
10/11/2012
840296584
Applied for
NCL 16
10/11/2012
iBalco
iBalco
iBalco
iBalco
840509715
840509693
840509685
840509669
840509650
840477139
840477163
840477090
840477074
Applied
Applied
Applied
Applied
Applied
Applied
Applied
Applied
Applied
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
SINCAD SISTEMA INTEGRADO DE CADASTRO BM&FBOVESPA
840718349
Applied for
NCL 09
11/26/2013
840718314
Applied for
NCL 16
11/26/2013
840718330
Applied for
NCL 36
11/26/2013
840718390
Applied for
NCL 42
11/26/2013
TJ3 BM&FBOVESPA A Nova Bolsa

Novo Mercado BM&FBOVESPA
PUMA Trading System BM&FBOVESPA
BM&FBOVESPA The New Exchange
BRICSMART
BRICSMART
BRICSMART
BRICSMART
BRICSMART
CORE CloseOut Risk Evaluation (ESTRUTURA DE
AVALIAO DE RISCO PARA CONTRAPARTES CENTRAIS) RISK
11/27/2012
MANAGEMENT STRUCTURE FOR CENTRAL COUNTERPARTIES
CORE CloseOut Risk Evaluation (ESTRUTURA DE

AVALIAO DE RISCO PARA CONTRAPARTES CENTRAIS) RISK
MANAGEMENT STRUCTURE FOR CENTRAL COUNTERPARTIES
BVSA
BVSA
BVSA
BVSA
BVSA
BOLSA
BOLSA
BOLSA
BOLSA
BOLSA
DE VALORES
DE VALORES
DE VALORES
DE VALORES
DE VALORES
SOCIOAMBIENTAIS
SOCIOAMBIENTAIS
SOCIOAMBIENTAIS
SOCIOAMBIENTAIS
SOCIOAMBIENTAIS
for
for
for
for
for
for
for
for
for
16
35
36
38
42
09
16
36
42
5/9/2013
5/9/2013
5/9/2013
5/9/2013
5/9/2013
4/9/2013
4/9/2013
4/9/2013
4/9/2013
2) Material trademarks registered abroad

Country
Trademark
Case record
Status
Class
Deposit date
South Africa
BM&FBOVESPA
2012/07304
Applied for
NLC 16
3/22/2012
South Africa
BM&FBOVESPA
2012/07306
Applied for
NLC 36
3/22/2012
South Africa
IBOVESPA
2012/07309
Applied for
NLC 16
3/22/2012
South Africa
3/22/2012
IBOVESPA
2012/07311
Applied for
NLC 36
Argentina
IBRX
2.039.057
Registered
NLC 36
1/7/2004
Argentina
INDICE BOVESPA
BOVESPA BOLSA DE VALORES DE
SO PAULO
SO PAULO
1.980.146
Registered
NLC 36
12/1/2003
1.983.386
Registered
NLC 36
4/20/1993
1.983.387
Registered
NLC 41
2/2/2004
IBOVESPA
BOVESPA SO PAULO STOCK
EXCHANGE
680.922
Registered
NLC 36
12/15/1992
681.837
Registered
NLC 36
4/21/1993
681.838
Registered
NLC 36
4/21/1993
Argentina
Argentina
Chile
Chile
Chile

SO PAULO
Chile
IBRX
703.162
Registered
NLC 36
2/12/2004
China
BM&FBOVESPA
10725319
Registered
NLC 36
4/5/2012
China
BM&FBOVESPA
10725321
Registered
NLC 16
4/5/2012
China
IBOVESPA
10725323
Registered
NLC 36
4/5/2012
China
IBOVESPA
10725325
Registered
NLC 16
4/5/2012
53
European Union
IBRX
003657641
Registered
NLC 36
2/10/2004
South Korea
IBOVESPA
34906
Registered
NLC 36
4/6/1995
Spain
IBOVESPA
1.996.972
Registered
NLC 36
5/23/1995
2/18/2004
United States of America
IBRX
3112388
Registered
NLC 36
BRICSMART
85562222
Applied for
NLC 16 /35 /36 /41 /42
3/6/2012
IBOVESPA
3247943
Registered
NLC 36
7/27/2004
France
IBOVESPA
95557762
Registered
NLC 36/41
2/10/1995
Hong-Kong
IBOVESPA
199806844
Registered
NLC 36
4/25/1995
India
IBOVESPA
2301880
Applied for
NLC 16 /35 /36 /41 /42
3/19/2012
India
BM&FBOVESPA
2301881
Applied for
NLC 16 /35 /36 /41 /42
3/19/2012
Japan
IBOVESPA
4055845
Registered
NLC 36
4/14/1995
Mexico
IBOVESPA
509.242
Registered
NLC 36
3/3/1995
Paraguay
IBRX
270402
Registered
NLC 36
1/9/2004
Portugal
IBOVESPA
307.429
Registered
NLC 35
2/17/1995
Portugal
IBOVESPA
307.430
Registered
NLC 36
2/17/1995
The United Kingdom of Great

Britain and Northern Ireland
IBOVESPA
2021172
Registered
NLC 16 /35 /36
5/22/1995
2367095A
Registered
NLC 36
6/30/2004
2367095B
Registered
NLC 36
6/30/2004
486884
Registered
NLC 16 /35 /36
4/4/2012
4/4/2012

PIBB PAPIS DE NDICE BRASIL

BOVESPA
PIBB PAPIS DE NDICE BRASIL
BOVESPA
Russia
BM&FBOVESPA
Russia
IBOVESPA
486885
Registered
NLC 16 /35 /36
Singapore
IBOVESPA
T9502807G
Registered
NLC 36
Switzerland
IBOVESPA
427536
Registered
NLC 16 /35 /36
3/29/1995
Taiwan
IBOVESPA
83189
Registered
NLC 35
3/9/1995
Taiwan
IBOVESPA
84268
Registered
NLC 36
3/9/1995
Uruguay
IBRX
352.300
Registered
NLC 36
1/13/2004
3) Patent applications in Brazil

Application number
Deposit date
Publication date
PI 0801789-1
4/30/2008
2/1/2011
PI 0801983-5
5/29/2008
2/9/2010
PI 0801982-7
5/29/2008
2/9/2010
BR 11 2012 008205 1 A2
9/30/2010
(international
application)
4/9/2012 (local
application)
12/5/2012
5/2/2012
(international
application)
11/1/2013(local
application)
Publication still
pending
BR 11 2013 028263 0
Title
Sistema
de
operacionalizao
(Exchange Trading System)
Status
de
transao
burstil
Processo e sistema de realizao de precificao
Patent application
in effect
Patent application
in effect
(Pricing System and Collection Processing)
Processo de realizao de uma operao burstil de direto e

sistema de assistncia
(Straight-Through Trade Processing and Assistance System)
Mtodo implantado por computador para facilitar a

negociao de valores mobilirios, sistema para facilitar a
negociao de valores mobilirios, meio de armazenamento
legvel por computador implantado por hardware e meio de
armazenamento
Patent application
in effect
Patent application
in effect
(Computer-implemented method for facilitating securities
trading; system for facilitating securities trading; machinereadable storage medium)
Processos para a avaliao de risco para o encerramento de

uma carteira
(Portfolio Liquidation Risk Assessment Processes)
Patent application
in effect
4) Patent applications abroad

Country
Application No.
Deposit date
Status
United States
US-13/462,091(Final application)
US-61/481,473 (provisional application)
Final application on May 2, 2012.

Provisional application on May 2, 2011
Patent application in effect
5) Technology transfer agreements

54
5.1.) Technology Agreement CME BM&FBOVESPA

Technology recipient:
Technology provider:
Subject-matter:
Term of effectiveness:
Our Company, BM&FBOVESPA

the CME Group, Inc. (CME)
Technology transfer agreement for development of a multi-asset class electronic trading system for
the trading of individual equities and other equity securities; equity, financial and commodity
derivatives; corporate debt securities and government bonds; agricultural commodities, spot
products and foreign exchange and other products covering all markets operated by BM&FBOVESPA.
In addition, as implemented the new multi-asset class trading platform will permit the Company to
process more efficiently and with no interruption transactions typically carried out on other markets it
may organize and operate in the future.
We estimate the agreement, which was executed in 2010, will be effective for fifteen (15) years from
the execution date.
5.2.) Technology Agreements Cinnober BM&FBOVESPA

Technology recipient:
Technology provider:
Subject-matter:
Our Company, BM&FBOVESPA

Cinnober Financial Technology AB (Cinnober)
Software customization, maintenance and support agreements which contemplate knowledge
transfer by means of technology supply and provision of technical and scientific assistance in
connection with (1) development and customization of a new automated, integrated post-trade
platform; (2) installation, implementation and testing of the automated platform; (3) provision of
support and maintenance services for the installation, implementation, personnel training and
operation stages.
Software system customization agreement - Executed in 2011, this agreement will be effective for the
entire project lifecycle;
Software system support and maintenance agreement - The agreement was executed in 2011 to
take effect from April 3, 2013. While agreed for an indefinite period, we anticipate the agreement
will be effective for at least 10 years.
6) Material technology agreements

Territory covered:
6.1)
Each of our material technology agreements typically has its own renewal method and timeline, as
designed to meet market standards or our specific operating requirements.
Mostly Brazilian territory, with possible effects on other countries due to the nature of our business.
Overview
The technology contracts that are relevant for the development of our activities are as follows: (i) license and maintenance
contracts for use of the software application called GLWin in the trading engine of the derivatives module of our PUMA Trading
System (agreed with GL Trade, now Sungard), and for use of a customized RiskWatch software application originally developed
by Algorithmics Inc. for risk assessment related to the regular settlement cycle of trades in equity and equity-based securities;
(ii) licenses for use of software applications we utilize in our business operations, which we agreed with the rights owners; and
(iii) contracts agreed with technology platform providers for update, technical support and maintenance of equipment used in
our business operations, including the technology platforms of our trading systems.
We and the CME Group executed in 2010 a technology agreement according to which we will collaborate in the joint
development and implementation of a multi-asset class electronic trading platform with lower than one-millisecond processing
capacity, based on technology derived from the CME Globex trading system and new technology we will develop jointly. This
trading platform will provide the infrastructure required for the trading of individual equities, derivatives (futures and options)
on individual equities, derivatives (futures and options) on equity indices, other futures, options on futures and options on spot
products, forward contracts, spot foreign exchange currencies and a number of other products covering all markets we operate,
and shall include components and modules providing functionalities that will gradually replace our existing trading platforms and
systems (per item 6.2 below).
We and the CME will be co-owners of this new multi-asset class trading platform and, through mutually granted perpetual,
irrevocable, non-exclusive and worldwide rights and licenses, joint holders of the related intellectual property rights, including
rights on improvements, upgrades and derivative software. In addition, within the scope of this partnership, the CME will
transfer to the Company, and grant rights to use the complete source code and object code of the CME software (the Globex
system software), along with all the knowledge required for joint development, implementation and operation of the new
trading platform, which will enable the Company to use, understand and exploit the CME software, the system, the jointly
developed modules and any independently developed modules, including commercially exploit them in certain regions and
under certain conditions.
In 2011 we entered into a software customization agreement and a software system support and maintenance agreement with
Cinnober Financial Technology AB, a Sweden-based global provider of advanced financial technology, which will include a
perpetual license for use of TRADExpress RealTime Clearing, their cutting edge, nimble, high performing, multi-market
clearing and real-time risk management system. The RealTime Clearing system (RTC) will be the backbone our future multiasset class, multi-market, integrated clearing facility. The agreements contemplate software customization, maintenance and
support agreements which contemplate knowledge transfer by means of technology supply and provision of technical and
scientific assistance in connection with (1) development and customization of a new automated, integrated post-trade platform;
(2) installation, implementation and testing of the automated platform; (3) provision of support and maintenance services for
the installation, implementation, personnel training and operation stages.
55
Also in 2011, we signed with Calypso Technology Inc. License Agreements Technology and Master Services, whose goal is the
licensing and registration platform for management-counter (OTC). In addition to the aforementioned contracts, we have
executed contracts with companies (vendors) specialized in the distribution of market data generated in our markets, including
market information on executed trades and market quotes.
6.2)
Electronic Trading Systems
We provide electronic trading systems for the execution of purchase and sale transactions, auctions and special transactions for
derivatives, equities and fixed income in the Exchange and OTC markets.
6.2.1)
PUMA Trading System
Our new multi-asset trading system, a joint creation of the CME Group and BM&FBOVESPA, the PUMA Trading System is one
of the most advanced and efficient trading systems available anywhere across the world and the basis of all our trading
platforms. Development started in 2010 and the module for derivatives and spot currency contracts was implemented in 2011.
In the first half of 2013 we implemented the module for equities, bonds other debt securities (Bovespa segment).
We also have an electronic trading system called Sisbex, which we have adapted especially for the execution of transactions in
government bonds, including buy and sell trades, repurchase agreements and securities lending transactions. The Sisbex
system operates with the SIOPEL software application discussed below.
6.2.2)
Bovespa Fix and Soma Fix
The electronic trading system for government bonds and other federal debt securities operates with the software application
known as SIOPEL, developed by Mercado Abierto Electronico S.A. (MAE), which operates the primary debt securities market in
Argentina. In 2001, after purchasing their trading platform, we agreed a partnership with MAE and Bolsa Electronica de Valores
del Uruguay S.A. (BEVSA) to develop and enhance the software application further.
As the software was originally developed for the debt securities market, it features characteristics of that market, such as
trading in rates, quote requests and spread orders.
In addition to providing the fixed income market with a safe, modern and reliable trading environment, one of the SIOPEL
systems major advantages is the flexibility that it provides to market managers and traders.
We use the SIOPEL application and the Sisbex system in our BM&F segment as a trading platform for government bonds.
6.2.3)
Sinacor
In addition, we also developed and offer brokerage firms an integrated middle and back office management system known as
SINACOR (Sistema Integrado de Administrao de Corretoras), which provides services with safety, efficiency and efficacy and
can process various middle and back office activities for brokerage houses and other Intermediary Institutions.
10. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
10.1 Managements discussion and analysis.
a.
financial condition and net equity position
Year ended December 31, 2013 compared with year ended December 31, 2012.
The year 2013 was marked by important developments pertaining to the markets we operate as well as developments related
to our products and offerings. The stock market has seen a boost in trading activity which led to record high average value
traded, to R$7.42 billion in 2013 from R$7.25 billion in 2012, in the wake of an upsurge in turnover velocity, despite the
unmoving equity market capitalization . In contrast, while the volumes traded in financial and commodity derivatives were
somewhat subdued, to 2.85 million in 2013 from 2.90 million in 2012, a slightly decrease of 1.8% in the average daily traded
value, and the average rate per contract (RPC) went up 7.6%, to R$1.282 in 2013 from R$1.191 in 2012, raising revenues,
primarily because a substantial portion of the volumes correlate with contracts for which we charge U.S. dollar-denominated
fees, so that ultimately these revenues were positively influenced by the depreciation of the Brazilian real against the U.S.
dollar.
In a striking note of market performance, while in the first half of 2013 value traded in cash equities as well as volume traded in
financial derivatives hit record highs, in the second half of the year trading value and volumes plummeted, unveiling a shift in
market mood triggered by sinking risk appetite and deteriorating market expectations, as portfolios investment outflows soared.
Ultimately, our diversified revenue base and innovative products and services offerings (including securities lending and
Treasury Direct services, products as exchange-traded real estate funds (FIIs) and agribusiness credit bills (LCAs) added to the
positive effects of our market making program for options on single stocks, and equity offerings worth R$23 billion in gross
proceeds (the largest equity-financing volume in three years), all contributed to spring a 3.5% year-on-year climb in total
revenues.
Reflecting this performance, our consolidated total revenues climbed 3.5% year-over-year, to R$2,370,229 thousand in 2013
from R$2,289,023 thousand one year ago, as the outcome of a 5.9% rise in revenues from trading and clearing fees earned in
our BM&F segment coupled with a 1.0% drop in revenues from trading and clearing fees earned in our Bovespa segment; and
an important contribution from revenues unrelated to trading volumes, which surged 10.4% year-over-year.
Once again, our unwavering efforts to controlling costs and expenses drove us to successfully contain the build-up in adjusted
expenses below the average inflation rate to R$575,764 thousand in 2013 from R$563,487 thousand in 2012, an increase of
2.2%. In addition, we continue to pledge steadfast commitment to return capital to shareholders by combining cash
distributions and share buybacks effectively and without affecting our solid financial position.
56
Thus, our consolidated operating income climbed 2.5% year-on-year to R$1,334,635 thousand from R$1,301,670 thousand
previously, while the consolidated GAAP net income (attributable to BM&FBOVESPA shareholders) increased 0.7% to
R$1,081,516 thousand from R$1,074,290 thousand one year ago.
Last, but not least, BM&FBOVESPA is well-positioned to capture future growth opportunities the Brazilian market will certainly
continue to offer, though it must be said the economic outlook as 2013 came to a close became more challenging in light of the
present macroeconomic conditions. Nonetheless, we believe our investments in product development and technology
infrastructure are key factors for the future growth and diversification of our revenue base, for the improvement of our services,
and will be critical in consolidating the efficiency and strength of the Brazilian capital markets. It is our firm belief the
development and implementation of our business strategy will continue to bear fruit in the years ahead.
BM&FBOVESPA delivered solid operating performance in 2012, which in our BM&F segment (financial and commodity
derivatives) translated into growth and record high volumes, whereas growth in our Bovespa segment (equities, equitybased derivatives and index-based derivatives) was driven primarily by increase in turnover velocity, spurred mainly by the
increase in average daily value traded by foreign investors. The primary reasons for this are twofold: one, the fact that most
of the high frequency trading volume originates cross border; two, a shift in monetary policy which in December 2011 led
the Government to remove the 2% tax on financial transactions (IOF tax) levied on hot money inflows for investments in
variable-income securities.
In turn, the record growth in the BM&F segment was pushed mainly by increase in average daily volume traded in Brazilian interest rate contracts, the most actively traded contract group. In addition, the average rate per contract (RPC) climbed
both as a result of the increase in volumes traded in longer-maturity Brazilian-interest rate contracts and because the RPC
for FX contracts was positively influenced by the depreciation of the Brazilian real ag ainst the U.S. dollar, since our rates for
these contracts are denominated in U.S. dollars. A combination of factors explains the increase in trading volume and
greater concentration on longer term interest rate contracts, prime among which are the struct ural change brought about by
drastic cuts in the real interest rate, coupled with increased credit availability and the greater portion of fixed interest bearing government debt relative to total public debt.
Reflecting this operating performance, our consolidated total revenues climbed 8.2% year -over-year, to R$2,289,023
thousand from R$2,115,983 thousand one year ago, driven by (i) a 7.2% rise in revenues from trading and clearing fees
derived in the Bovespa segment; (ii) a 13.9% climb in revenues from trading and clearing fees earned in the BM&F segment;
and (iii) a 0.5% drop in other operating revenues unrelated to trading volume.
The consolidated total expenses fell 6.6% year-over-year, to R$763,080 thousand from R$816,664 thousand in the prior
year. As adjusted to eliminate non-recurring expenses and expenses with no impact on cash flow, the adjusted expenses
decreased 3.6% to close the year quite near the lower endpoint of the revised budget interval. In August 2012, true to our
commitment to controlling costs and expenses, we revised the adjusted opex guidance to an interval between R$560,000
R$580,000 thousand from R$580,000 R$590,000 thousand previously.
Contrasting to operating performance, which the slash in real interest rates strengthened by spurring trading volumes in the
BM&F segment, our interest revenues dwindled as a result of a plunge in interest earned on our cash availabilities and
financial investments (the large part of which earn fixed-interest rates), coupled with a jump in interest expenses
attributable to the appreciation of the U.S. dollar against the Brazilian real, as most our interest expenses are denominated
in U.S. dollars. As a result, net interest income shrank 25.6% year-over-year to R$208,851 thousand from R$280,729
thousand one year earlier.
Thus, the consolidated operating income climbed 19.6% from one year ago, while the consolidated net income attributable
to shareholders rose 2.5%. Our performance in 2012 bolstered our strong financial position further.
b.
Capital structure; likelihood of share redemption.
The table below sets forth year-end data on the composition of consolidated capital structure in the last three years:
(i) at December 31, 2013 - 74.5% equity and 25.5% liabilities, (ii) at December 31, 2012 - 80.4% equity and 19.6% liabilities,
(iii) at December 31, 2011 - 81.6% equity and 18.4% liabilities.
Year ended December 31,
2013
2012
(in R$ thousands, except for percentages)
4,733,232
19.6%
2011
Current and noncurrent liabilities

Shareholders equity
Total liabilities and shareholders equity
6,597,767
25.5%
19,298,892
74,5%
19,413,882
80.4%
25,896,659
100.0%
24,147,114
100.0%
4,332,431
18.4%
19,257,491
81.6%
23,589,922
100.0%
Under total liabilities, part of our onerous liabilities relates mainly to debt issued abroad in connection with global senior notes
issued in a cross-border bond offering completed on July 16, 2010 (see subsection 10.1(f)).
2013
2012
2011
(in R$ thousands, except for percentages)

Total onerous liabilities
Interest payable on debt issued abroad and loans
Debt issued abroad and loans
1,468,322
7.1%
1,279,121
6.2%
1,172,225
42,129
36,882
33,566
1,426,193
1,242,239
1,138,659
57
5.7%
Shareholders equity
19,298,892
92.9%
19,413,882
93.8%
19,257,491
94.3%
Total onerous liabilities and shareholders equity
20,767,214
100.0%
20,693,003
100.0%
20,429,716
100.0%
According to the information presented above, our Company has a conservative degree of leverage, taking into account both
our total liabilities (current and noncurrent liabilities) and our onerous liabilities (debt and interest on debt).
i.
ii.
events of redemption
redemption price calculation method
Other than as legally prescribed, we are not contemplating any share redemption and do not anticipate any event occurring
that would trigger redemption rights.
c.
Capacity to service the debt.
Our Company has strong cash generation capacity, as evidenced by consolidated operating income of R$1,334,635 thousand in
2013, R$1,301,670 thousand in 2012 and R$1,088,020 thousand in 2011, and consolidated operating margins of 62.6%, 63.0%
and 57.1%, respectively, as well as yearly net income attributable to shareholders amounting to R$1,081,516 thousand,
R$1,074,290 thousand and R$1,047,999 thousand for the same three years, respectively.
Additionally, our consolidated cash and cash equivalents coupled with short- and long-term financial investments reached
R$4,870,760 thousand in 2013 (18.8% of total assets), R$3,850,639 thousand in 2012 (15.9% of total assets) and R$3,782,411
thousand in 2011 (16.0% of total assets). Moreover, we should note that cash and cash equivalents, as well as financial
investments include cash collateral pledged by market participants in the course of their dealings, which, as registered under
current liabilities in our balance sheet, totaled R$2,072,989 thousand at year-end in 2013 versus R$1,134,235 thousand and
R$1,501,022 in 2012 and 2011, respectively.
Accordingly, our net indebtedness ratio (see subsection 10.1(f) below) at December 31, 2013, was a negative number
(R$1,279,524 thousand, negative) which compares with equally negative figures for 2012 and 2011 (R$1,393,308 thousand and
R$1,070,126 thousand, negative, respectively), in each case denoting our low degree of financial leverage and very strong
capacity to service our debt. Given the nature of our available cash flows, which include our own financial resources as well as
cash pledged as collateral by customers, our policy calls for lower-risk investing of cash balances, which we typically accomplish
by seeking very conservative, highly liquid, safe investments, often by taking positions in Brazilian government bonds, notes
and other debt securities whose yield and coupon rates typically track the base rate (interbank lending rates or the Selic rate),
whether or not including a spread. We therefore believe our Company is fully capable of servicing its debt both in the shortand long-term.
d.
Sources of working capital and capital expenditure financing.
We finance working capital and capital expenditure requirements primarily from our operating cash flow, which is sufficient to
support all of the former and most of the latter. In a particular case we have also accessed the capital markets (by issuing
global senior notes in a 2010 bond offering) as an alternative to finance noncurrent assets. For additional information on the
nature and characteristics of our debt obligations, see the discussion under subsection 10.1(f) below.
e.
Sources of working capital and capital expenditure financing that the company intends to use to
cover liquidity deficiencies.
As previously noted, operating cash flow is the primary source for funding our own working capital and capital expenditure
requirements. Moreover, should the need arise, we may cases consider alternative sources of funding, which include taking
bank loans or accessing government financing programs or the domestic or international capital markets.
In any event, while there are no reasons to believe we could experience liquidity deficiencies, should there be any need for us
to source additional funding in order to cover deficiencies, we would benefit from investment grade ratings (foreign and local
currency) assigned to us by prime credit rating agencies in order to obtain financing through any of the above sources.
f.
Indebtedness level and characteristics of existing debt obligations

(i)
material loans and financing transactions
On July 16, 2010 BM&FBOVESPA completed an offering of global senior unsecured notes priced at 99.635% of the aggregate
principal nominal amount of US$612,000 thousand, which after deducting underwriting discounts netted proceeds of
US$609,280 thousand (at the time equivalent to R$1,075,323 thousand). The notes mature on July 16, 2020, and pay interest
coupon of 5.50% per annum payable every six months, in January and July. However, as computed to include the transaction
expenses, in particular underwriting discounts, commissions paid to the arranging and structuring banks and other offering
expenses, listing fees, legal fees, rating fees paid to Standard & Poors and Moodys, and ongoing administration and custody
expenses, the actual cost will represent a rate of 5.64% per annum. Effective from July 16, 2010, we used the net offering
proceeds to purchase additional interest in the shares of the CME Group, thereby increasing our ownership interest to 5.1% of
the shares of common stock (from 1.8% earlier).
As translated into Brazilian reais, the balance of our debt under the global notes as of December 31, 2013, was R$1,468,322
thousand (including accrued interest of R$42,129 thousand), as compared to R$1,279,121 thousand (accrued interest of
R$36,882 thousand) at December 31, 2012 and R$1,172,225 thousand (accrued interest of R$33,566 thousand) at December
31, 2011. Moreover, at December 31, 2013, the fair value of our debt under the notes, as determined based on market data,
was R$1,528,651 thousand (Source: Bloomberg).
Starting from the notes issue date (July 16, 2010), we have designated as hedging instrument that portion of the principal
under the notes which correlates with changes in exchange rates in order to hedge the foreign currency risk affecting that
portion of our investment in the CME Group Inc. which correlates with the notional amount of US$612 million (a hedging
58
instrument in a hedge of net investment in a foreign operation, per Note 7 to our financial statements as of and for the year
ended December 31, 2013). Accordingly, we have adopted net investment hedge accounting pursuant to accounting standard
CPC-38 (IAS 39 -Financial Instruments: Recognition and Measurement), for which purpose the hedging relationship has been
formally designated and documented, including as to (i) risk management objective and strategy for undertaking the hedge, (ii)
category of hedge, (iii) nature of the risk being hedged, (iv) identification of the hedged item, (v) identification of the hedging
instrument, (vi) evidence of the actual statistical relationship between hedging instrument and hedged item (retrospective
effectiveness test) and (vii) a prospective effectiveness test.
Under CPC 38 (IAS 39) we are required to assess the hedge effectiveness periodically by conducting retrospective and
prospective tests. On testing backward-looking effectiveness, we adopt the ratio analysis method, also called dollar offset
method, as applied on a cumulative and spot-rate basis. In other words, this method compares changes in fair values for the
hedging instrument and hedged item attributable to the hedged risk, as measured on a cumulative basis over a given period
(from the hedge inception to the reporting date) using the foreign currency spot exchange rate at each relevant date in order to
determine the ratio of cumulative gain or loss on the notes principal amount to cumulative gain or loss on the net investment
in a foreign operation over the relevant period. And on testing forward-looking effectiveness, we adopt stress scenarios which
we apply to the hedged variable in performing foreign currency sensitivity analysis so as to determine degree of sensitivity to
changes in exchange rates. We have tested the hedge effectiveness retrospectively and prospectively, having determined that
there was no realizable ineffectiveness at December 31, 2013.
The table below sets forth data related to our debt service(*) coverage ratio.
Debt coverage indicator

2013
2012
2011
(in R$ thousands)
Gross debt service

Cash and cash equivalents, plus short- and long-term
financial investments
Net debt service
1,468,322
1,279,121
1,172,225
2,747,846
2,672,429
2,242,351
(1,279,524)
(1,393,308)
(1,070,126)
( )
* In determining our debt service coverage ratio and in order to better evidence the actual ratio of cash available for debt servicing, we calculate
total cash and cash equivalents plus short- and long-term financial investments (current and noncurrent assets) after eliminating amounts
recognized under the line item collateral for transactions, as well as payouts and rights on securities under custody at our central securities
depository under the current liabilities line item.
(ii)
other long-term transactions with financial institutions
In the normal course of our business we transact on an arms length basis with some of the primary financial institutions
operating in Brazil. These are transactions agreed pursuant to customary market practices. Other than as set forth herein, we
have no long-term transactions agreed with financial institutions and our noncurrent liabilities record no other long-term
liabilities.
(iii)
debt subordination
In terms of subordination, the liabilities we recognize in the line items under current and noncurrent liabilities in our balance
sheet statement rank as follows:
Collateral for transactions pursuant to articles 6 and 7 of Law No. 10,214/01 (clearing and settlement within the
scope of the Brazilian Payment System) and articles 193 and 194 of Law No. 11,101/05 (Bankruptcy and
Reorganization Law), the financial assets pledged to our clearing houses as collateral for transactions rank senior to
and have priority over any other guarantee up to the amount of the transactions these collaterals secure, and are not
affected in any way in the event of bankruptcy or judicial reorganization proceedings.
Tax and payroll liabilities pursuant to article 83 of Law No. 11,101/05 (Bankruptcy and Reorganization Law),
government credits for tax liabilities and government or employee credits for social security and payroll liabilities
(recognized in the line items personnel and related charges and income tax and contributions payable/recoverable)
constitute preferred debt and, thus, have priority over other types of debt.
Other payment obligations other obligations recognized under current and noncurrent liabilities in our balance sheet
statement as of December 31, 2013, constitute unsecured debt.
(iv)
restrictions on indebtedness level and new financing, on dividend declaration, on assets

sales, on new issues and transfer of control
The indenture governing our issuance of senior unsecured notes includes certain limitations and requirements customary in
similar transactions found on the international debt markets, which we believe will not restrict our normal operating and
financial activities. Provisions containing such limitations and requirements include mainly the following:
Limitation on liens a provision limiting our and our subsidiaries ability to secure debt by creating liens (other than
certain permitted liens, as defined);
Limitation on sale and lease-back transactions;

General liens basket a provision permitting us to undertake additional debt provided the sum of (a) the aggregate
principal amount of all debt obligations secured by liens other than certain permitted liens (as defined), and (ii) debt
attributable to all our and our subsidiarys sale and lease-back transactions (with certain exceptions), should not exceed
20% of our consolidated net tangible assets (as defined);
Limitation on mergers, consolidations or business combinations a provision restricting our ability to merge, consolidate
or otherwise combine with any other person unless the resulting or surviving company assumes obligation to repay the
59
principal and pay interest on the notes, and meets certain other requirements designed to ensure compliance with the
terms and conditions of the indenture.
However, these limitations and requirements include a number of exceptions which are set forth in the indenture.
g.
Restrictions on use of the proceeds of financing previously undertaken.
Not applicable. Other than the funding transaction discussed under 10.1(f) above, we have taken no loans or financing.
h.
Significant changes to line items of the financial reports.
Our consolidated financial statements as of and for December 31, 2013, and the comparative financial statements as of and for
December 31, 2012 and 2011, have been prepared and are presented in accordance with the accounting standards generally
accepted in Brazil.
Moreover, started from 2011, the results of the financial intermediation operations (custody services and local representation
for nonresident investors) of our subsidiary BM&FBOVESPA Settlement Bank were reclassified to the other revenues line item,
with no impact on net income and shareholders equity. Before 2011 we recognized these results under the net interest
income (expense) line item.
Selected financial information.
The tables below set forth selected financial information from our financial statements at
December 31, 2013, 2012 and 2011. For better comparability and understanding of our performance, the tables below set forth
data related only to the main line items of the statement of income and balance sheet statement, and changes to these line
items, as selected by management upon applying the materiality criteria set forth below.
Selected financial information from the consolidated statements of income. Information selected from results presents
Selected financial information from the consolidated balance sheet statements. Information selected from the balance
Other selected financial information. Other financial information selected by management includes data under lines
only the revenue line items that accounted for over 3.0% of net revenue for the year ended December 31, 2013;
expense line items that accounted for over 5.0% (by expense module) of net revenue for the same year, in addition to
income line items, and line items related to deductions from revenue and taxes.
sheet presents only the main line items which accounted for over 4.0% of total assets as of December 31, 2013.
items related to one-off, extraordinary or non-recurring and other events, which are likely to provide a clearer
understanding of our statement of income.
Selected Financial Information

(from the Consolidated Statements of Income)
2013
(In R$ thousands)
Total revenues
Revenues from trading and/or clearing services BM&F segment
Derivatives
Revenues from trading and/or clearing servicesBovespa segment
Trading fees trading systems
Clearing fees clearing and settlement systems
Other revenues
Securities lending
Depository, custodian, back-office services
Market data (vendors)
AV%
2012
AV%
2011
AV%
(%)
(In R$ thousands)
(%)
(In R$ thousands)
(%)
2,370,229
111.2
2,289,023 110.9
2,115,983 111.1
916,530
897,098
43.0
42.1
865,874
848,858
41.9
41.1
760,245
744,018
1,023,978
192,985
804,570
48.0
9.1
37.7
1,034,007
243,181
769,221
50.1
11.8
37.3
429,721
102,186
116,305
69,236
20.2
4.8
5.5
3.2
389,142
77, 063
102,763
67,668
18.8
3.7
5.0
3.3
-10.9
Variation
Variation
2013/2012
2012/2011
(%)
(%)
3.5
8.2
39.9
39.1
5.9
5.7
13.9
14.1
964,702
540,391
396,023
50.6
28.4
20.8
-1.0
-20.6
4.6
7.2
-55.0
94.2
391,036
74,030
91,353
65,049
20.5
3.9
4.8
3.4
10.4
32.6
13.2
2.3
-0.5
4.1
12.5
4.0
(211,299)
6.1
Deductions from revenues
(238,434)
-11.2
(224,273)
-11.1
6.3
Net revenue
2,131,795
100.0
2,064,750 100.0
1,904,684 100.0
3.2
8.4
Expenses
Personnel and related charges
Data processing
Depreciation and amortization
Marketing and promotion
(797,160)
(356,120)
(111,797)
(119,661)
(15,043)
-37.4
-16.7
-5.2
-5.6
-0.7
(763,080)
(353,880)
(102,805)
(93,742)
(19,280)
-37.0
-17.1
-5.0
-4.5
-0.9
(816,664)
(351,608)
(104,422)
(75,208)
(38,609)
-42.9
-18.5
-5.5
-3.9
-2.0
4.5
0.6
8.7
27.6
-22.0
-6.6
0.6
-1.5
24.6
-50.1
Operating income
1,334,635
62.6
1,301,670 63.0%
1,088,020
57.1
2.5
19.6
171,365
8.0
149,270
7.2
219,461
11.5
14.8
-32.0
Interest income, net

Interest income
Interest expenses
181,535
300,023
(118,488)
8.5
14.1
-5.6
208,851
297,217
(88,366)
10.1
14.4
-4.3
280,729
357,720
(76,991)
14.7
18.8
-4.0
-13.1
0.9
34.1
-25.6
-16.9
14.8
Income (loss) before taxation on profit
1,687,535
79.2
1,659,791
80.4
1,588,210
83.4
1.7
4.5
Income and social contribution taxes

Current
Deferred
(606,588)
(60,097)
(546,491)
-28.5
-2.8
-25.6
(585,535)
(67,314)
(518,221)
-28.4
-3.3
-25.1
(539,681)
(49,422)
(490,259)
-28.3
-2.6
-25.7
3.6
-10.7
5.5
8.5
36.2
5.7
1,080,947
1,081,516
50.7
50.7
1,074,256
1,074,290
52.0
52.0
1,048,529
1,047,999
55.1
55.0
0.6
0.7
2.5
2.5
Equity in results of investees
Net income (loss) for the year

Net income attributable to BM&FBOVESPA shareholders
Selected Financial Information
60
(from the Consolidated Balance Sheet Statements)

2013
AV%
2012
AV%
2011
AV%
(In R$ thousands)
(%)
(In R$ thousands)
(%)
(In R$ thousands)
(%)
Variation
Variation
2013/2012
2012/2011
(%)
(%)
ASSETS
Current assets
Cash and cash equivalents
Financial investments
Noncurrent assets
Long-term receivables
Financial investments
Investments
Investment in associate
Intangible assets
Goodwill
Total assets
4,319,483
16.7
3,536,282
14.6
2,401,134
10.2
22.1
47.3
1,196,589
2,853,393
4.6
11.0
43,642
3,233,361
0.2
13.4
64,648
2,128,705
0.3
9.0
2,641.8
-11.8
-32.5
51.9
21,577,176
83.3
20, 610,832
85.4
21,188,788
89.8
4.7
-2.7
1,135,424
4.4
808,868
3.3
1,767,411
7.5
40.4
-54.2
820,778
3.2
573,636
2.4
1,589,058
6.7
43.1
-63.9
3,346,277
12.9
2,928,820
12.1
2,710,086
11.5
14.3
8.1
3,312,606
12.8
2,893,632
12.0
2,673,386
11.3
14.5
8.2
16,672,325
64.4
16,512,151
68.4
16,354,127
69.3
1.0
1.0
16,064,309
62.0
16,064,309
66.5
16,064,309
68.1
0.0
0.0
23,589,922 100.0
7.2
2.4
25,896,659 100.0
24,147,114 100.0
LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities
Collaterals for transactions
Debt issued abroad and loans
Deferred income tax and social contribution
Shareholders equity
Capital and reserves attributable to shareholders
Capital stock
Capital Reserves
Total liabilities and shareholders equity
2,710,846
10.5
1,660,609
6.9
1,929,946
8.2
63.2
-14.0
2,072,989
8.0
1,134,235
4.7
1,501,022
6.4
82.8
-24.4
3,886,921
15.0
3,072,623
12.7
2,402,485
10.2
26.5
27.9
1,426,193
2,295,774
5.5
8.9
1,242,239
1,739,644
5.1
7.2
1,138,659
1,204,582
4.8
5.1
14.8
32.0
9.1
44.4
19,298,892
74.5
19,413, 882
80.4
19,257,491
81.6
-0.6
0.8
2,540,239
16,056,681
9.8
62.0
2,540,239
16,037,369
10.5
66.4
2,540,239
16,033,895
10.8
68.0
0.0
0.1
0.0
0.0
23,589,922 100.0
7.2
2.4
25,896,659 100.0
24,147,114 100.0
COMPARATIVE ANALYSIS OF CONSOLIDATED STATEMENTS OF INCOME
Total revenues
Total revenues for the year ended December 31, 2013, amounted to R$2,370,229 thousand, rising 3.5% year-over-year due
primarily to increase in revenues from operations in the segment for financial and commodity derivatives as well as other
revenues unrelated to trading and clearing activities, which, however, were counterbalanced by the year-on decrease in
revenues earned in the Bovespa segment.
Revenues from trading and clearing fees BM&F segment
This line item increased 5.9% year-over-year totaling R$916,530 thousand (38.7% of total revenues), where R$897,098
thousand relates to fees earned on trades in financial and commodity derivatives. This climb is due mainly to a 7.6% year -on
climb in average RPC, which, however, was not fully captured due to a 1.8% tumble in volumes traded within the segment.
Revenues from trading and clearing fees Bovespa segment
This line item gave back 1.0% year-on-year totaling R$1,023,978 thousand, and accounted for 43.2% of total revenues.
This fall is explained by a 4.5% margin drop (to 5.423 basis points from 5.676 basis points one year ago) attributable
primarily to changes in pricing policies (including rate cuts for trades in cash equities by foreign and retail investors) coupled
with a spike in trading activity by investors that enjoy discounts by volume range and a plunge in value traded in single
stocks (relative to overall trading value). Nonetheless, the impact of this margin drop was somewhat evened out by a 2.3%
upsurge in average trading value.
Trading Fees trading systems. This revenue line item declined 20.6% year-on-year, to R$192,985 thousand from R$243,181
thousand one year ago, due primarily to the changes in pricing policies implemented in April 2013 for a price structure
rebalancing (trading and clearing fee rates) which included a cut in trading fees for different investor groups.
Clearing fees clearing and settlements systems. This revenue line went up 4.6% year-over-year, to R$804,570 thousand from
R$769,221 thousand one year earlier, due in part to a price structure rebalancing across the segment (trade and post-trade
fees rates mainly) which resulted in changes in pricing policies implemented in April 2013, including changes in fees charged
from local institutional investors and intraday traders.
Other revenues
Other revenues hit R$429.721 thousand, a 10.4% rise from the year-ago, and accounted for 18.1% of total revenues, primarily
as a result of changes in revenue line items unrelated to trading and clearing operations, as follows:
Securities lending services. Revenues of R$102,186 thousand (4.3% of total revenues) soared 32.6% year-over-year due mainly
to a 27.5% year-on rise in financial value of open interest positions at year-end, whose average reached R$40.8 billion.
Depository, custody, back office services. Revenues of R$116,305 thousand (4.9% of total revenues) went up 13.2% year-onyear explained mainly by a 4.6% climb in average number of custody accounts (assets under custody at our central securities
depository) as well as the higher revenues we derived from operating the Treasury Direct platform and from registration
61
services for transactions in agribusiness credit bills (locally known as LCAs, Letras de Crdito do Agronegcio).
Market data (vendors). At R$69,236 thousand (2.9% of total revenues) this revenue line item picked up 2.3% year-over-year.
This slight climb is attributable mainly to appreciation of the U.S. dollar versus the Brazilian real, as we derive about half of this
revenue line from fees denominated in U.S. dollars which we charge from foreign customers.
Deductions from revenue
Deductions from revenue totaled R$238,434 thousand, a 6.3% year-on rise (proportionately higher than the climb in revenues)
attributable mainly to the lower offsettable amount of credits from PIS and Cofins taxes related to revenue inputs. However, we
should note that some of the PIS-Cofins related tax credits generated in 2013 will be offsettable against 2014 revenues.
Net revenue
As a result of the changes in revenue line items discussed above, the net revenue climbed 3.2% year-over-year, to R$2,131,795
thousand from R$2,064,750 thousand one year ago.
Expenses
Expenses totaling R$797,160 thousand rose 4.5% year-over-year. Set forth below is a discussion of the principal changes in
operating expense line items.
Personnel and related charges. This expense line totaled R$356,120 thousand, up slight 0.6% year-on-year. However, the
comparability of these expenses has been somewhat hampered by a R$27,533 thousand provision recognized in 2012 in
connection with our employees healthcare plan. As adjusted to eliminate the provision, this line item would have recorded a
9.1% year-on surge in expenses with personnel and related payroll charges, reflecting mainly the annual wage increase
prescribed under our collective bargaining agreement and a fall in capitalized personnel expenses related to ongoing projects
(capitalized personnel expenses for 2013 came R$9.5 million lower than the amount capitalized one year ago).
Data processing. The expenses in this line item totaled R$111.797 thousand, up 8.7% year-on-year due mainly to a rise in
expenses with software and hardware services and maintenance related to trading platforms rolled out over the year, including
the equities module of our PUMA Trading System in April 2013.
Depreciation and amortization. The expenses in this line item totaled R$119.661 thousand, up 27.6% year-on-year primarily
due to the start of operations of our new information technology platforms, in particular, the ensuing additional depreciation of
(i) the equities module of our PUMA Trading System; and (ii) the ERP solution implemented in 2013.
Marketing and promotion. This expense line hit R$15,043 thousand plummeting 22.0% year-on-year due primarily to the
reprioritization of our marketing campaigns for the year and cuts in advertising expenses.
Sundry. This expense line hit R$55,715 thousand, down 13.7% year-on-year due primarily to R$15 million in proceeds from
fines having been transferred to BM&FBOVESPA Market Surveillance (BSM) at end-2012 to fund its operations.
Operating income
At R$1,334,635 thousand, the operating income (revenues, net of expenses) was up 2.5% from R$1,301,670 thousand in the
prior year.
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and recognize gains and
losses through profit or loss in the statement of income. Our net share of gain from the equity-method investment in CME
Group shares went up 14.8% from one year ago, totaling R$171,365 thousand, where R$64,847 thousand were provisioned as
recoverable tax paid abroad. This rise in equity-method gain reflects not only the improved results of operations ascertained by
the CME Group, but also the effects of the local currency depreciation vis--vis the U.S. dollar.
Net interest income for the year hit R$181.535 thousand, down 13.1% year-on-year due primarily to a 34.1% jump in interest
expenses, which hit R$118.488 thousand in 2013, due mainly to the local currency depreciation against the U.S. dollar, since
most our interest expenses correlate with debt under global senior notes issued in a July 2010 cross-border offering. In turn,
our interest income was up mere 0.9%, virtually keeping a steady line from the prior year to R$300,023 thousand.
Income before taxation on profit
Income before taxation on profit rose by 1.7% year-over-year, to R$1,687,535 thousand from R$1,659,791 thousand one year ago.
Income before taxes totaled R$606,588 thousand and include R$60,097 thousand in current income tax and social contribution
(related mainly to the offset portion of R$64,847 thousand in income tax paid overseas and recognized under equity in results
of investee, with the balance of R$4,750 thousand consisting of temporary tax credits for future offsetting). Additionally, at
R$546,491 thousand, the line item deferred income tax and social contribution breaks down as follows: (i) recognition of
deferred tax liabilities of R$555,648 thousand related to temporary differences attributable mainly to amortization of goodwill
for tax purposes, with no impact on cash flow; and (ii) recognition of deferred tax assets amounting to R$9,157 thousand
related mainly to temporary differences and reversal of deferred tax liabilities.
Net income for the year
Net income for the year rose 0.6% year-over-year to R$1,080,947 thousand from R$1,074,256 thousand at December 31, 2012.
Net income attributable to BM&FBOVESPA shareholders climbed 0.7% year-over-year to R$1,081,516 thousand from
R$1,074,290 thousand the year before, primarily due to the higher revenues earned in our BM&F segment and revenues from
services unrelated to trading and clearing operations (volume-unrelated revenues) and gain on the equity-method investment,
which were partially canceled out by higher than anticipated expenses and the retreat in net interest income.
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Total revenues
Total revenues for the year ended December 31, 2012, amounted to R$2,289,023 thousand, rising 8.2% year-over-year due
primarily to revenue increases in both the Bovespa and BM&F segments.
Revenues from trading and clearing fees BM&F segment
At R$865.874 thousand (where R$848,858 thousand relates to fees earned on trades in financial and commodity derivatives),
this line item increased 13.9% year-over-year reflecting a 7.3% climb in overall trading volume for the segment and 7.7% jump
in average rate per contract, as previously discussed herein.
Revenues from trading and clearing fees Bovespa segment
At R$1,034,007 thousand, this line item jumped 7.2% year-over-year due mainly to an 11.7% rise in trading volume for the
segment, which, however, was partially counterbalanced by a 2.2% margin drop (to 5.676 bps from 5.793 bps one year earlier)
attributable to the higher volumes of high frequency and intraday trading, since we charge lower fees these types of
transactions. In addition, on a year-over-year basis, the 2012 revenues were toned down by fewer trading sessions than last
year (246 trading sessions in 2012 versus 249 in 2011).
Trading Fees trading systems. This revenue line item declined 55.0% year-on-year, to R$243,181 thousand from R$540,391
thousand one year ago, driven by our pricing policy implemented in September 2011, which rebalanced the price structure in
line with our cost structure, ultimately cutting down the average fee rate for trading, whereas pushing up the average fees for
clearing and settlement transactions, such that the cost of trading for investors would not be impacted.
Clearing fees clearing and settlements systems. The revenue from fees our equities clearing house charges on clearing and
settlement transactions (Bovespa segment) went up 94.2% year-over-year, to R$769,221 thousand from R$396,023 thousand
in 2011, due mainly to the price structure rebalancing previously discussed.
Other revenues
Other revenues of R$389,142 thousand went down slight 0.5% from the year-ago primarily as a result of changes in revenue
line items unrelated to trading and clearing operations, as follows:
Securities lending services. This revenue line hit R$77,063 thousand (3.4% of total revenues), a 4.1% year-over-year upsurge
due mainly to a 5.9% year-on rise in financial value of the balance of open interest positions at year-end, which amounted to
R$32.0 billion.
Depository, custody, back office services. The line for revenues derived from the operations of our central securities depository
hit R$102.763 thousand (4.5% of total revenues) rising 12.5% year-over-year mainly due to a 2.6% climb in average financial
value of assets under custody, not including custody of ADRs and custody services provided to foreign investors. In addition,
the revenue from fees related to custody of Brazils government bonds traded in our Treasury Direct (Tesouro Direto) platform
soared 30.1% year-on-year.
Market data (vendors). At R$67.668 thousand (3.0% of total revenues) this revenue line item picked up 4.0% year-over-year.
While the number of customers for our market data shrank somewhat, this climb is attributable mainly to appreciation of the
U.S. dollar versus the Brazilian real, as we derive 40.0% of this revenue line from fees denominated in U.S. dollars which we
charge from foreign customers.
Deductions from revenue
Deductions from revenue totaled R$224,273 thousand, a 6.1% upsurge in line with the increase in total revenues.
Net revenue
As a result of the changes in revenue line items discussed above, the net revenue shot up 8.4% year-over-year, to R$2,064,750
thousand from R$1,904,684 thousand one year ago.
Expenses
Expenses totaling R$763,080 thousand declined 6.6% year-over-year. However, the comparability of this line item has been
hampered because of certain non-recurring expenses recorded in 2011 and 2012.
Personnel and related charges. This expense line totaled R$353.880 thousand, up slight 0.6% year-over-year, and correlate
primarily with: (i) the provision for expenses with healthcare plans, which totaled R$27,553 thousand and was recognized in
accordance with accounting standard CPC 33/IAS 19 (Employee Benefits). The provision correlates with the expense accrual
related to vested rights of employees that contributed to a (post-retirement) healthcare plan in the period between 2002 and
20093. Pursuant to Law No. 9,656/98 and additional requirements set forth under Brazilian Healthcare Agency (ANS) Normative
Resolution No. 279 dated November 2011, an employee that contributes to the corporate healthcare plan with any sum of
money is entitled to continue on as beneficiary after the employment termination or retirement, as long as such employee bears
the burden of paying for the plan costs. The potential liabilities thus reserved relate to the difference, over time, between the
average cost of the corporate healthcare plan and the estimated average cost for inactive beneficiaries had they not stayed on
as plan beneficiaries (indirect benefit); and (ii) expenses with the stock options plan, which at R$32,306 thousand (versus
R$53,630 thousand in 2011) fell by 39.8% year-over-year; and (iii) a R$18.290 thousand year-on increase in capitalized
expenses with personnel engaged in certain ongoing technology projects. The effects of inflation on the line item for personnel
and related charges have been balanced out by these factors (see the discussion under subsection 10.2(c) below).
Data processing. This line item totaled R$102,805 thousand, a 1.5% drop from the prior year.
Depreciation and amortization. The expenses in this line item totaled R$93.742 thousand, up 24.6% year-over-year and in line
5
Starting from May 2009, the employee healthcare plan is no longer a defined contribution plan, such that only part of our active employees will be entitled to all or
some of benefit.
63
with the increase in investments implemented in previous years.
Marketing and promotion. This expense line hit R$19.280 thousand, plummeting 50.1% year-over-year due primarily to the
reprioritization of our marketing campaigns for the year and cuts in advertising expenses.
Operating income
At R$1,301,670 thousand, the operating income (revenues, net of expenses) was up 19.6% from R$1,088,020 thousand in the
prior year.
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and recognize gains and
losses through profit or loss in the statement of income. Our gain from this investment totaled R$149,270 thousand, 32.0%
down from one year ago, in line with the yearly results of the CME Group. It is worth noting this line item includes recognition
of R$60,196 thousand worth of tax benefit in the form of income tax to offset against income tax paid abroad.
Net interest income of R$208,851 thousand plunged 25.6% year-over-year mainly due to a 16.9% year-on decrease in interest
revenues, which totaled R$297,217 thousand. Additionally, the interest revenues were negatively impacted by an increase in
interest expenses, which at R$88,366 thousand climbed 14.8% year-over-year. This increase in interest expenses is explained
by the appreciation of the U.S. dollar against the Brazilian real, since we are required to make U.S. dollar-denominated coupon
payments under the global senior notes issued in our July 2010 cross-border offering.
Income before taxation on profit
Income before taxation on profit rose by 4.5% year-over-year, to R$1,659,791 thousand from R$1,588,210 thousand one year ago.
Income tax and social contribution for the year totaled R$585,535 thousand. This line item comprises current income tax and
social contribution amounting to R$67,314 thousand, including R$60,196 thousand which we offset against income tax paid
abroad (such as discussed previously under gain (loss) on equity-method investment). Additionally, at R$518,221 thousand,
the line item deferred income tax and social contribution comprises (i) recognition of R$539,075 thousand in deferred tax
liabilities related to temporary differences attributable mainly to amortization of goodwill for tax purposes, with no impact on
cash flow for the year; and (ii) recognition of R$20,854 thousand in deferred tax assets related mainly to temporary differences
and reversal of deferred tax liabilities.
Net income for the year
Net income for the year rose 2.5% year-over-year to R$1,074,256 thousand at December 31, 2012, from R$1,048,529
thousand one year ago.
Net income attributable to BM&FBOVESPA shareholders likewise climbed 2.5% year-over-year to R$1,074,290 thousand from
R$1,047,999 thousand the year before, primarily due to an increase in revenues earned on a higher trading volume base
coupled with a reduction in expenses, which were partially counterbalanced by lower gain on the equity-method investment and
a decline in net interest income.
MAIN LINE ITEMS OF THE CONSOLIDATED BALANCE SHEET STATEMENTS
TOTAL ASSETS
Total assets of R$25.896.659 thousand climbed 7.2% from R$24.147.114 thousand one year ago.
Current assets
Current assets surged 22.1% year-over-year, to R$4,319,483 thousand (16.7% of total assets) from R$3,536,282 thousand the
year before due mainly to an increase in investments maturing in the near term (less than 12 months) and the upcoming
maturity of a number of government bonds in our investment portfolio.
Cash and cash equivalents; short-and long-term financial investments. These encompass line items registered under both
current assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition to short-term financial
investments) and noncurrent assets (long-term financial investments). Short- and long-term financial investments are liquid
investments with prime banks, and investments in financial investment funds, government bonds and other highly liquid
financial assets. At December 31, 2013, cash and cash equivalents plus short- and long-term financial investments totaled
R$4,870,760 thousand, a 26.5% year-on-year rise from R$3,850,639 thousand one year ago due primarily to an upsurge in
cash collateral (R$1,154,902 thousand) market participants pledged to our clearing houses in the course of their dealings. Cash
collateral received by us is recorded under current liabilities.
Noncurrent assets
Noncurrent assets of R$21,577,176 thousand (83.3% of total assets) climbed 4.7% year-on-year from R$20,610,832 thousand
one year ago. Set forth below is a brief discussion of main changes to line items under noncurrent assets not previously
discussed.
Investments. This line item rose 14.3% year-on-year to R$3,346,277 thousand from R$2,928,820 thousand previously. The
investments line consists primarily of investment in associate which we account for under the equity method of accounting,
and relates to our ownership interest in shares of the CME Group, which at December 31, 2013, were recorded at R$3,312,606
thousand. The year-on-year rise in investment value is attributable mainly to depreciation of the Brazilian real against the
U.S. dollar and our recognition of gain on equity-method investment.
Intangible assets. This line rose by 1.0% year-on-year, to R$16,672,325 thousand from R$16,512,151 thousand previously.
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Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand remained unchanged (and accounted for 62.0% and
66.5% of total assets at December 31, 2013 and 2012, respectively); and (ii) software and projects, which jumped 35.8% yearon-year to R$608,016 thousand from R$447,842 thousand one year ago, due mainly to acquisition, development and
implementation of new software applications and systems.
Current liabilities
Current liabilities climbed 63.2% year-on-year to R$2,710,846 thousand from R$1,660,609 thousand the year before. This
change is attributable mainly to 82.8% surge in the collateral for transactions line item, as the year-end balance of cash
collateral pledged by market participants went up to R$2,072,989 thousand from R$1,134,235 thousand one year ago.
Noncurrent liabilities of R$3,886,921 thousand were up 26.5% from R$3,072,632 thousand in the prior year. Set forth below is
a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans.
Loans and financing amounting to R$1,426,193 thousand rose 14.8% from R$1,242,239
thousand one year earlier primarily on account of depreciation of the Brazilian real (our functional currency) against the U.S.
dollar (the transaction currency for our global senior notes issued abroad in a July 2010 cross-border bond offering).
Deferred income tax and social contribution. Deferred income tax and social contribution liabilities of R$2,295,774 thousand
versus R$1,739,644 thousand one year ago, climbed 32.0% year-on-year surge resulting from recognition of the temporary
differences between the tax base of goodwill and its balance sheet carrying value (while goodwill continues to be amortized for
tax purposes, from January 1, 2009, it is no longer amortized for accounting purposes, thus resulting in a goodwill tax base that
is lower than its carrying value).
Shareholders equity
Shareholders equity of R$19,298,892 thousand was virtually unchanged with a scanty 0.6% year-on-year drop from
R$19,413,882 thousand one year ago.
TOTAL ASSETS
At R$24.147.114 thousand, total assets climbed 2.4% from R$ 23,589,922 thousand one year ago.
Current assets
Current assets surged 47.3% year-on-year, to R$3,536,282 thousand (14.6% of total assets) from R$2,401,134 thousand one
year ago, due mainly to increase in short term financial investments (less than 12 months) and the upcoming maturity of a
number of government bonds in our investment portfolio.
Cash and cash equivalents; short-and long-term financial investments. These comprise line items registered under current
assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition to short-term financial
investments) as well as under noncurrent assets (long-term financial investments). Short- and long-term financial investments
are liquid investments with prime banks, and in financial investment funds, government bonds and other highly liquid financial
assets. At December 31, 2012, cash and cash equivalents plus short- and long-term financial investments totaled R$3,850,639
thousand, a 1.8% year-on-year rise from R$3,782,411 thousand one year ago.
Noncurrent assets
Noncurrent assets of R$20,610,832 thousand (85.4% of total assets) fell 2.7% year-on-year from R$21,188,788 thousand one
year ago. Set forth below is a brief discussion of main changes to line items under noncurrent assets not previously discussed.
Investments. This line item increased 8.1% year-on-year to R$2,928,820 thousand from R$2,710,086 thousand previously. The
investments line consists primarily of investment in associate which we account for under the equity method of accounting,
and relates to our ownership interest in shares of the CME Group, which at December 31, 2012, was recorded at R$2,893,632
thousand. The year-on-year rise first noted above is attributable mainly to devaluation of the Brazilian real against the U.S.
dollar and our recognition of the gain on equity-method investment.
Intangible assets. This line rose by 1.0% year-over-year, to R$16,512,151 thousand from R$16,354,127 thousand previously.
Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand kept a flat line in each year, and accounted for 66.5%
and 68.1% of total assets at December 31, 2012 and 2011, respectively; and (ii) software and projects, which soared 54.5%
year-over-year to R$447,842 thousand from R$289,818 thousand one year ago due mainly to acquisition, implementation and
development of new software applications and systems.
Current liabilities
Current liabilities decreased 14.0% year-over-year to R$1,660,609 thousand from R$1,929,946 thousand the year before. This
change is attributable mainly to a 24.4% decrease in the collateral for transactions line item, as the year-end balance of cash
collateral pledged as margin by market participants declined to R$1,134,235 thousand from R$1,501,022 thousand one year
ago.
Noncurrent liabilities of R$3,072,632 thousand went up 27.9% from R$2,402,485 thousand in the prior year. Set forth below is
a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans.
Loans and financing amounting to R$1,242,239 thousand rose 9.1% from R$1,138,659
thousand one year earlier primarily on account of the devaluation of the Brazilian real (our functional currency) against the U.S.
dollar, which is the transaction currency for our global senior notes issued abroad (in a July 2010 cross-border bond offering).
Deferred income tax and social contribution. Deferred income tax and social contribution liabilities amounted to R$1,739,644
thousand versus R$1,204,582 thousand one year ago, a 44.4% year-on-year surge resulting from recognition of the temporary
65
difference between the tax base of goodwill and its balance sheet carrying value (while goodwill continues to be amortized for
tax purposes, from January 1, 2009, it is no longer amortized for accounting purposes, thus resulting in a goodwill tax base that
is lower than its carrying value).
Shareholders equity
Shareholders equity of R$19,413,882 thousand was virtually unchanged with a scanty 0.8% year-on-year drop from
R$19,257,491 thousand one year ago.
10.2. Managements discussion and analysis of results of operations
a.
Material revenue components
Year ended December 31, 2013 compared to year ended December 31, 2012
Our consolidated total revenues climbed by 3.5% year-on-year to R$ R$2,370,229 thousand from R$2,289,023 thousand one
year ago.
Revenues from trading and clearing fees earned within our Bovespa segment. These declined 1.0% from the prior year
and amounted to R$1,023,978 thousand, primarily due to a 4.5% margin drop (to 5.423 basis points from 5.676 basis
points one year ago) which was counterbalanced by a 2.3% rise in average value traded.
Revenues from trading and clearing fees earned within our BM&F segment . These jumped 5.9% year-on-year, to
R$916,530 thousand (38.7% of total revenues), due primarily to a 5.7% year-on-year upsurge in average volume traded
and a 7.6% rise in average rate per contract (RPC).
Revenues unrelated to trading and clearing operations. These surged 10.4% year-on-year to R$429,721 thousand (18.1%
of total revenues).
Year ended December 31, 2012 compared to year ended December 31, 2011.
Our consolidated total revenues climbed 8.2% year-on-year R$2,289,023 thousand from R$2,115,983 thousand one year ago.
Revenues from trading and clearing fees charged within our Bovespa segment climbed 7.2% year-on-year to R$1,034,007
thousand, reflecting a combination of 11.7% rise in average trading volume, which however was partially counterbalanced
by fewer trading sessions than the year before (246 in 2012 versus 249 in 2011), and a 2.2% fall in average basis point
margin (to 5.676 bps from 5.793 bps in the earlier year). This margin drop is in line with the higher volumes attributable
to high frequency and intraday trading, from which we derive fees at lower-than-average margins.
Revenues from trading and clearing fees charged within our BM&F segment jumped 13.9% year-on-year, to R$865,874
thousand, due primarily to a 7.3% year-on-year upsurge in volumes traded and a 7.7% climb in average rate per contract (RPC).
Revenues unrelated to trading or clearing activities totaling R$389,142 thousand in 2012 kept a virtually unchanged line
from R$391,036 thousand one year ago.
b.
Factors that materially influence the results of operations
The average daily value traded on equities markets hit an all-time record high of R$7.42 billion (versus R$7.25 billion one year
ago). However, the average margin (trade and post-trade services) fell to 5.423 basis points in 2013 from 5.676 basis points
one year earlier, which is attributable primarily to changes in pricing policies and heightened trading activity by investors that
enjoy discounts by volume range.
In contrast, the average daily volume traded on financial and commodity derivatives markets dropped 1.8% year -on-year,
to average 2.85 million contracts traded versus 2.90 million contracts previously, whereas the average rate per contract
(RPC) went up 7.6% year-on-year to R$1.282 from R$1.191 in the earlier year, in large part due to the local currency
depreciation against the U.S. dollar, since the fee rates we charge for a significant number of contract groups are
denominated in U.S. dollars.
The volume of business in both our Bovespa and BM&F segments ballooned over the course of 2012 to hit new record highs.
In the Bovespa segment, increased turnover velocity driven by a boost in volume traded by foreign investors spurred an 11.7%
spike in overall trading volumes. The primary reasons for the foreign investing buildup are twofold: one, the fact that most of
the high frequency trading volume originates cross border; two, a shift in monetary policy which in December 2011 led the
Government to remove the 2% IOF tax levied on hot money inflows for investments in variable-income securities.
In turn, a 7.3% volume jump in the BM&F segment was pushed mainly by the surge in average volumes traded in
Brazilian-interest rate contracts. In addition, the average rate per contract (RPC) climbed 7.7% year -over-year both as a
result of the swelling volumes traded in longer-maturity Brazilian-interest rate contracts and because the RPC for forex
contracts was positively influenced by the depreciation of the Brazilian real against the U.S. dollar (since our rates for
these contracts are denominated in U.S. dollars). A combination of factors explains the increase in trading volume and
greater concentration on longer-term interest rate contracts, prime among which are the structural change brought about
by drastic cuts in real interest rate, coupled with increased credit availability and the greater portion of fix interest bearing government debt relative to total public debt.
Other factors which decisively influenced our 2012 results, as compared to 2011, include:
a 25.6% decline in interest revenues (to R$208,851 thousand versus R$280,729 thousand one year ago) due primarily to
a tumble in the interest rates earned on our financial investments, most of them fixed-rate investments;
R$27,533 thousand reserved as provision for healthcare plan expenses;
R$15,000 thousand contributed to BSM to fund the operations of our market surveillance arm over the course of 2013.
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c.
Changes in revenues attributable to fluctuations in market prices, exchange rates, inflation rates,
changes in volumes and offerings of new products or services
Changes in revenues attributable to changes in our pricing policies or to fluctuations in exchange rates include:
Revenues from trading and post-trade transactions within Bovespa segment. As discussed elsewhere herein, in April 2013
we implemented a price structure rebalancing across the segment (trade and post-trade fees rates mainly) which resulted
in changes in pricing policies that included rate cuts for trades in cash equities by foreign and retail investors, in addition
to discounts by volume range granted to local institutional investors and intraday traders dealing on the stock and options
markets. To a certain extent, these price changes hampered the comparability of the revenue lines related to trading and
clearing fees between 2013 and 2012.
Revenues from trading and post-trade transactions within BM&F segment. The fluctuation in exchange rates between the
years 2013 and 2012 positively influenced the average RPC for forex contracts (+ 15.0%) and U.S. dollar-denominated
interest rate contracts (+ 21.3%), as the fees we charge for each of these contract groups are denominated in U.S.
4
dollars. Between 2011 and 2012 the average exchange rate for U.S. dollars appreciated 10.5% against the Brazilian real.
Market data (vendors). This revenue line was positively influenced by the appreciation of the U.S. dollar against the
Brazilian real, as about half of our revenues from sales to financial data vendors originate from foreign customers from
whom we charge fees denominated in U.S. dollars for payment abroad.
Changes in revenues attributable to changes in our pricing policies or to fluctuations in exchange rates include:
Revenues from trading and post-trade transactions within the Bovespa segment. In August 2011, as discussed elsewhere
herein, we announced a comprehensive revision of our pricing policy for the segment to eliminate cross subsidies
embedded in fee rates across our trading and post-trade business lines. While this policy revision affected the
comparability of the 2012 and 2011 revenue lines as regards fees derived from trading activities and post-trade activities,
the comparability of total revenues for these two years has not been hampered.
Revenues from trading and post-trade transactions within the BM&F segment. The variation in exchange rates between
the years 2011 and 2012 positively influenced the average RPC for forex contracts (+ 16.4%) and U.S. dollar-denominated
interest rate contracts (+ 7.9%), as the fees we charge for both are denominated in U.S. dollars. Between 2011 and 2012
5
the average exchange rate for U.S. dollars appreciated 17.6% against the Brazilian real.
Market data (vendors). This revenue line was positively influenced by the appreciation of the U.S. dollar against the
Brazilian real, as about 40% of the revenues from market data sales to financial data vendors originate from foreign
customers from whom we charge fees denominated in U.S. dollars for payment abroad.
d.
Impact on financial condition and results of operations attributable to changes in inflation rates; in
market prices for the principal raw materials and other supplies; in exchange and interest rates.
The level of interest rates (real or otherwise) influences our financial results (net interest income) as it determines the basis
on which we earn a return on our financial investments. At December 31, 2013 our financial investments amounted to
R$3,674,171 thousand versus R$3,806,997 thousand and R$3,717,763 thousand December 31, 2012 and 2011, respectively.
Thus, a change in average interest rates paid on our financial investments influences our interest revenue, which at
December 31, 2013, amounted to R$300,023 thousand versus R$297,217 thousand and R$357,720 thousand at December
31, 2012 and 2011, respectively.
In the case of changes in foreign exchange rate, the effects of depreciation of the local currency relative to U.S. dollars are
threefold: (i) our interest expenses increase, as nearly all our onerous liabilities (interest-bearing obligations) consist of the
U.S.-dollar denominated debt under global senior notes issued by us in a cross-border bond offering completed on July 16,
2010 (see subsection 10.1(b) above); (ii) our revenues from fees earned on certain contract groups increase as well, since the
average fee rates we charge on trades in forex futures, in U.S. dollar-denominated interest rate futures and in certain
commodity futures contracts are denominated in U.S. dollars (see subsection 10.2(b) above) and (iii) our revenues from market
date sales to financial data vendors increase as a significant portion of this revenue is denominated in U.S. dollars, such that at
December 31, 2013, we registered a 2.3% year-on climb in this revenue line (R$69,236 thousand) due mainly to the
depreciation of the local currency against the U.S. dollar.
Additionally, the inflation rate influences our expenses, in particular expenses with personnel and related charges (see
subsection 10.1(h) above.). Under our annual collective bargaining agreement, which is renewed every month of August,
the payroll and related charges increase (by wage bracket) relatively in line with the inflation rate for the prior period, as
measured by the Extended National Consumer Price Index (ndice Nacional de Preos ao Consumidor Amplo) , known as
IPCA, which is compiled and released by the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia
e Estatstica) , or IBGE.
Year-over-year exchange rate fluctuation is calculated as the average fluctuation of the PTAX exchange rate as at end-December 2011 through end-November
2013, as these rates provide the basis on which to calculate average RPC for the months of January 2012 through December 2013, respectively. The PTAX rate is
compiled and released at the close of business on a daily basis by the Central Bank.
5
Year-over-year exchange rate variation is calculated as the average fluctuation of the PTAX exchange rate as at the end of December 2010 through end-November
2012, as these rates provide the basis on which to calculate average RPC for the months of January 2011 through December 2012, respectively. The PTAX rate is
compiled and released at the close of business on a daily basis by the Central Bank.
67
10.3. Managements discussion and analysis of actual or expected material effects on the financial statements
or results of operations from the factors set forth below.
a.
Creation or disposition of operating segment.
No operating segment was created or sold in the year ended December 31, 2013. Accordingly, no such event has had or is
expected to have any effects on our financial statements, financial condition or results of operations.
b.
Company organization; acquisition or disposition of ownership interest.
No event entailing the organization of a company has occurred in the prior year, nor any acquisition or disposition of ownership
interest carried out in the year ended December 31, 2013.
c.
One-off and extraordinary events or transactions.
In the year ended December 31, 2013, there were no events or transactions characterized as one-off or extraordinary events or
transactions related to us or our business which materially influenced, or are expected to materially influence our financial
statements and results of operations.
10.4. Discussion and analysis of
a.
Significant changes in accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2013, 2012 and 2011.
Our consolidated financial statements as of and for the year ended December 31, 2010, were the initial consolidated
financial statements prepared and presented under Brazils CPC and IFRS. The consolidated financial statements were
prepared and presented in accordance with accounting standards CPC 37 (IFRS 1 First-time Adoption of International
Financial Reporting Standards) and CPC 43 ( First-time Adoption of Brazilian Accounting Standards CPC 15 to 41) .
b.
Significant effects of changes in accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2013, 2012 and 2011.
c.
Qualifications and emphasis of matter paragraphs included in the independent auditors report
The independent auditors report on our financial statements as of and for the years ended December 31, 2013, 2012 and
2011, include, in each case, an emphasis of matter paragraph to the effect that the unconsolidated financial statements
were prepared in accordance with the accounting practices adopted in Brazil. In the case of BM&FBOVESPA S.A.
Bolsa de Valores, Mercadorias e Futuros, these practices differ from IFRS applicable to separate financial statements
only in relation to the measurement of investments in subsidiaries and associate entities accounted for under the
equity method, since IFRS would require them to be carried at cost or fair value. Our opinion is not qualified with
respect to this matter.
10.5. Critical accounting policies
accounting estimates requiring Management to exercise judgment and make subjective assumptions
about future events and uncertainties which can materially influence the financial condition and
results of operations. Critical accounting estimates may relate to provisions, contingencies,
recognition of revenues, tax credits, long-term assets, the useful life of noncurrent assets, pension
schemes, adjustments to foreign currency translations, environmental recovery costs, impairment
testing of assets and financial instruments.
Impairment of assets
Assets subject to amortization are tested for impairment at any time events or changes in circumstances suggest the carrying
value may not be fully recoverable. An impairment loss is recognized when the carrying value of the asset is found to exceed its
recoverable value. Recoverable value for this purpose is the higher of the assets fair value less costs of disposal (net selling
price) and value in use.
Indefinite-lived assets, as is the case of goodwill, are not subject to amortization and are tested for impairment on an annual
basis, with reassessments being made at shorter intervals where there are indications of potential impairment.
The goodwill of R$16,064,309 thousand has been attributed to expected future profitability, supported by an economic and
financial valuation report of the underlying investment. According to the guidelines provided by accounting standard CPC 01
(IAS 36 Impairment of Assets), goodwill is tested for impairment on an annual basis, and indications of potential impairment
are reassessed at shorter intervals. Goodwill is stated at cost less impairment losses. Additionally, recognized impairment losses
on goodwill are not subsequently reversed.
The assumptions we adopted in estimating the future cash flows expected to be derived from the cash-generating unit
consisting of our Bovespa segment have been based on our analysis of the segments performance over the last few years, and
on our analysis and expectations for growth of the exchange industry, in addition to our own expectations and strategies.
For assistance in the measurement of the assets value in use (recoverable value) we hire external independent valuation
specialists. The valuation report provided by the specialist valuation firm found no impairment charges were required to be
recognized, so that no adjustments were made to the carrying value of goodwill as of December 31, 2013.
Based on our expectations for growth of the Bovespa segment, our estimates of future cash flows take into account certain
projections of future revenues and expenses for the segment over a time horizon extending from December 2013 to December
2023, with perpetuity derived by extrapolating the 2023 cash flow projection at a growth rate of 7.63% per annum, which is
equivalent to the expected rate of growth for the nominal GDP in the longer term.
68
We understand the ten-year projection horizon to be consistent with perception that the variable income segment of the
domestic capital markets is set to undergo an extended period of growth until it reaches longer term maturity.
In determining the present value of projected cash flows, we applied average pre-tax discount rate of 16.56% per annum for
the period from December 2013 to December 2017. Thereafter, the discount rate kept stable, at 15.24% per annum, capturing
the expected fluctuation in inflation rates over the period.
The two main variables that influence our calculation of value in use are discount rates and perpetuity growth rates. We ran
sensitivity analysis on our projections to determine how changes in these variables impact our calculation of value in use. The
equivalent pre-tax discount rate for the entire period being 15.45% per annum, an increase of 1.10 percentage point (110bps) in
such rate (from 15.45% to 16.55% per annum) would reduce our calculation of value in use by approximately 12%. And a 0.50
percentage point (50bps) decrease in perpetuity growth rate (from 7.63% to 7.13% per annum) would reduce our calculation of
value in use by approximately 5%. For purposes of our sensitivity analysis, the variations of the two parameters that influence
our calculation of value in use were determined, for the former variable, on the basis of a backward-looking standard deviation
of discount rates using data for the last 5 years, and for the latter variable, on the basis of a backward-looking standard
deviation of the averages for 10-year series of data on Brazils real GDP growth rate variations. In the outcome, value in use
shows lower sensitivity to variations in projected net revenues; thus, a decrease in average annual revenue growth rate on the
order of 15% over the 2014 to 2023 horizon would reduce our calculation of value in use by approximately 15%. In our
individual analysis of the above three sensitivity scenarios, no outcome shows the investment value would fall below its carrying
value as of December 31, 2013.
Provisions for tax, civil and labor contingencies

Our company and subsidiaries are defendants in a number of legal and administrative proceedings related to disputes of a
labor, tax or civil law nature which involve matters arising in the ordinary course of business.
The outcome of these legal and administrative proceedings are assessed in terms of prospects for a defeat (probable, possible
or remote), based on an evaluation by counsel and our judgment based on a number of factors, including the opinion of
counsel, the nature of the case, existing similar or issue-connected lawsuits, case law trends and court precedents.
The contingent liabilities related to lawsuits assessed as a probable defeat have been provisioned. The disputes related mainly
to the following:
Most labor cases refer to claims by our former employees or employees of outsourced providers based on alleged
noncompliance with labor laws;
Civil law cases generally refer to tort claims against our company and subsidiaries;
Tax cases mostly relate to PIS and Cofins taxes levied on (i) our revenues and (ii) interest on shareholders equity.
The contingencies related to lawsuits assessed as a possible defeat are not provisioned. The amounts at risk in these cases
totaled R$693,603 thousand as of December 31, 2013, where R$34,688 thousand relate to labor cases, R$81,911 thousand
relate to civil law cases and R$577,004 thousand related to tax cases, as detailed under ex Note 14 to our financial statements
as of and for the year ended December 31, 2013.
Investments in associate (Equity method of accounting)

We apply the equity method in accounting for equity investments concerning which we have the ability to exercise significant
influence over the operations and financial policies of the investee. Our judgment of the degree of influence we exercise over
an investee considers key factors, such as proportionate interest in the shares, representation at board level, whether or not we
have a say in defining business guidelines, corporate and financial policies and material intercompany transactions.
Starting from July 2010, when we acquired a 3.2% additional interest in the CME Group (for R$1,075,119 thousand), thereby
increasing to 5% (from 1.8% previously) our aggregate interest in CME shares, we now account for our investment under the
equity method, as in our view this ownership interest and the qualitative and strategic aspects of our partnership with the CME
Group give us significant influence over the investee.
As of December 31, 2013, the carrying value of our investment in the CME Group amounted to R$3,312,606 thousand, whereas
based on the current market price for the shares, the fair value of the investment as at that date totaled R$3,119,716
thousand. Given that the market value of our investment was now lower than its carrying value, we have tested the investment
for impairment test as of the base date November 30, 2013. The testing findings have not indicated there is need to recognize
impairment losses on our investment in the CME Group.
The impairments tests were performed pursuant to the discounted cash flow method. Taking into account the expectations for
growth of the exchange industry where the CME Group operates, our cash-flow projections take into account activity-related
revenues and expenses expressed in nominal U.S. dollars.
The operating cash flows projections cover a time horizon extending from December 2013 to December 2018. Perpetuity was
derived by extrapolating 2018 free cash flow projection at a growth rate of 4.66% per annum, which is equivalent to the
expected rate of growth for the U.S. nominal GDP in the longer term. The pre-tax discount rate used to determine the present
value of the projected cash flows was 11.43% per annum.
The two main variables that influence our calculation of value in use are discount rates and perpetuity growth rates. To
determine how changes in these variables impact our calculation of value in use, we ran sensitivity analysis on our projections
which showed a 1.0 percentage point (100 bps) increase in equivalent pre-tax discount rate (from 11.43% to 12.43% per
annum) would reduce our calculation of value in use by approximately 13%, whereas a one-quarter of a percentage point (25
bps) decrease in perpetuity growth rate (from 4.66% to 4.41% per annum) would reduce our calculation of value in use by
approximately 5%. For purposes of our sensitivity analysis, the variations of the two parameters that influence our calculation
69
of value in use were determined, for the former variable, on the basis of a backward-looking standard deviation of the discount
rates using data for the last 4 years (which best reflect the existing capital structure of CME group), and for the latter variable,
on the basis of a backward-looking standard deviation of the averages for 30-year series of data on the United States real GDP
growth rate variations. In the outcome, value in use shows lower sensitivity to variations in projected net revenues; thus, a
decrease in average annual revenue growth rate on the order of 10% over the 2014 to 2018 horizon would reduce our
calculation of value in use by approximately 4%. In our individual analysis of the above three sensitivity scenarios, no outcome
shows the investment value would fall below its carrying value as of December 31, 2013.
10.6. Financial reporting internal controls
a.
Degree of effectiveness of the internal controls; deficiencies and corrective actions.
The improvements and automation of internal control processes under responsibility of the financial department were
consolidated over the course of 2012, giving Management more efficient and reliable tools to better control expenses and
prioritize projects.
The initiatives we implemented over the year include highlights as a development of a new ERP system (enterprise resource
planning) using a SAP AGs integrated solution. Implemented in January 2013, the new system allows for automated control of
the opex and capex budget and sustained improvement of management mechanisms for the operating expenses and capital
expenditures, the internal payment policies; and procurement activities and activity based costing methods.
Additionally, by end-2012 we restructured certain departments at management level to create the Internal Controls, Compliance
and Corporate Risk Department. Over the course of 2013, the new team reviewed processes across Company departments,
having introducing multiple improvements, including improvements to enhance financial information reporting.
b.
Remarks on internal controls deficiencies and recommendations included in the independent

auditors report.
The internal control assessments performed by our independent auditors have found no significant deficiencies or prompted
any meaningful recommendations regarding our internal controls over financial reporting. This is our understanding as well,
since we consider our internal controls over financial reporting present no significant deficiencies. We should stress our
Company invests continually in improving systems and processes, while taking a strict approach to monitoring, in addition to
striving to promptly address any recommendations from our independent auditors, so as to assuage risks and ensure the
integrity of any information released to the market, in particular any and all financial information.
10.7. Use of offering proceeds.
See subsection 10.1(f) of this form.
10.8. Material off-balance sheet arrangements.
a.
Off-balance sheet items.
Collaterals for transactions
Customer transactions carried out in markets we operate are secured by collateral these customers are required to pledge as
margin or otherwise. Collaterals consist mainly of cash, government bonds, corporate debt securities, bank letters of guarantee
and stocks, among other things. These collaterals are segregated and treated off-balance sheet, except for cash collateral
deposited as margin. For additional information, see the discussion under subsection 10.9 below.
(i)
operating lease transactions (as lessor or lessee)
There are no material off-balance sheet items. In particular, we have no material operating lease transactions undisclosed in
our consolidated financial statements.
(ii) obligations retained, risk supported under written off pools of receivables (and related liabilities)
No pools of receivables have been written off over which we have retained obligations or incurred risk.
(iii) commitments to purchase or sell products or services in the future
There are no material off-balance sheet items. In particular, we have no material purchase or sale commitments undisclosed in
our consolidated financial statements.
(iv) unfinished construction contracts
We have no construction contracts undisclosed in our financial statements.
(v) take-out financing commitments
We have no take-out commitments agreed with any parties.
b.
Other off-balance sheet arrangements
Our Settlement Bank (BM&FBOVESPA Settlement Bank) manages the BM&FBOVESPA FoF, a fund of funds called Fundo BM&F
Margem Garantia Referenciado DI Fundo de Investimento em Cotas de Fundos de Investimento, with net assets of R$66,008
thousand as of December 31, 2013 (versus R$179,440 thousand and R$212,968 thousand as of December 31, 2012 and 2011,
respectively.
In addition, in the course of their business the Settlement Bank provides financial services and frequently operates as custodian
for financial assets and provider of local representation services for nonresident investors. At December 31, 2013 and the
comparative years of 2012 and 2011, the Settlement Bank was operating as custodian for (i) securities on behalf of nonresident
investors in total amount of R$261,952 thousand (versus R$154,911 thousand and R$117,815 thousand, respectively), and for
(ii) agricultural securities (registered in the proper custody system we operate) in total amount of R$15,079 thousand (versus
70
R$15,079 thousand and R$16,216 thousand, respectively).

10.9. Discussion of off-balance sheet items
(i) how off-balance sheet items change or may change revenues, expenses, interest expenses,
results of operations and other balance sheet line items.
(ii) nature and purpose of the off-balance sheet arrangements
(iii) nature and amount of obligations and rights arising from off-balance sheet arrangements
Central counterparty risk
BM&FBOVESPA operates four central counterparty clearing houses, which the Central Bank considers to perform systemically
material roles. We call them (i) derivatives clearing house (for transactions carried out on futures, forward, options and
swap markets); (ii) FX clearing house (for spot FX market transactions); (iii) bonds clearing house (transactions in, or base d
in government bonds, notes and treasury bills carried out on cash and forwards markets, in addition to repo transactions and
lending and borrowing transactions); and (iv) equities clearing house (it provides clearance and settlement for transactions
carried out on cash, forwards, options and futures markets for equities, equity securities and equity-based derivatives, as
well as corporate debt securities, and handles securities lending and borrowing transactions).
Through these clearing facilities, BM&FBOVESPA acts as central counterparty to ensure multilateral clearing an d settlement
(CCP) for transactions carried out on these markets. This means that in acting as central counterparty we ensure full
completion to transactions carried out or registered in our trading and registration systems and, therefore, to a substantia l
portion of all trading activity taking place in the domestic capital markets.
Our central counterparty clearing facilities are responsible for providing efficiency and stability to the market by ensuring
trades are properly cleared and settled. A CCP interposes itself between counterparties to financial transactions, becoming
the buyer to the sellers and the seller to the buyers. Acting in the capacity of central counterparty, we absorb the risk of the
counterparties in-between a trade transaction and its clearing and settlement, carrying out multilateral activities for financial
settlement and clearing of securities and financial assets. In modeling and managing CCP risks, we focus on calculation,
control and mitigation of credit risk related to clearing participants.
For proper risk mitigation, each clearing facility has its own risk management system and safeguard structure. Each of these
structures comprises the universe of mechanisms and remedies a clearing house may resort to in order to cover losse s in
case of default, including collateral pledged by market participants as margin or otherwise, special funds designed to cover
losses, and co-liability undertaken by brokers and clearing agents regarding transactions they intermediate or clear. To a
large extent, each of these safeguard structures adopts a defaulter pays model, meaning a loss -sharing arrangement
whereby each participant is required to collateralize, to a high degree of reliability, any exposures it creates for other
participants, such that losses possibly resulting from a partys default are borne by the defaulting party. Thus, margin
requirements, margin calls and other collateral we may require market participants to post are key elements of the structure
by which we manage risks associated with our role as central counterparty clearing house.
Transactions carried out on our markets are typically secured by collateral pledged as margin in the form of cash,
government bonds and treasury bills, corporate debt securities, bank letters of guarantee and stocks, among other things.
At December 31, 2013, the aggregate financial value of cash and other collateral pledged to our clearing houses totaled
R$214,389,365 thousand (versus R$176,481,916 thousand and R$178,556,455 thousand at December 31, 2012 and 2011,
respectively), with all cash collateral registered in the collateral for transactions line item under current liabilities i n our
balance sheet, whereas the remainder, i.e., non-cash collateral amounting to R$212,316,376 thousand as of December 31,
2013 (versus R$175,347,681 thousand and R$177,055,433 thousand at year-end in 2012 and 2011, respectively) was
registered in off-balance sheet non-cash collateral accounts.
For additional information on collateral pledged to our clearing houses and our safeguard structures, see Note 17 to our
Financial Statements as of and for the year ended December 31, 2013.
10.10. Business plan.
a.
Investments.
(i)
Quantitative and qualitative description of ongoing and planned investments.
Since early 2010 we have been investing heavily in setting up a streamlined, efficient, modern technology infrastructure, with IT
resources to match, with the aim of establishing a solid foundation on which to capture growth opportunities to better execute
our strategy and build our future. These capital expenditures should further boost our strategic position and sharpen our
competitive edge.
Our 2010-2014 strategic growth plan calls for R$1.5 billion worth of investments, of which R$289,224 thousand executed in
2013, plus R$258,363 thousand, R$204,041 thousand and R$268,362 thousand executed 2012, 2011 and 2010, respectively.
The larger part of this plan consists of investments in technology.
Moreover, we have redoubled our focus on identifying and pursuing new growth opportunities in Brazil and elsewhere, including
through international partnerships; on widening the issuer base by promoting equity financing as one of the cheaper and more
flexible sources of finance, on developing new products and markets to meet or anticipate demand as trading strategies
become more elaborate and the capital markets grow. Additionally; we plan to strengthen our relationship with customers, our
socially responsible investing initiatives and the regulatory framework for issuers, as well as to bolster market surveillance.
Furthermore, we firmly believe in BM&FBOVESPAs potential for growth and a have clear understanding of the important role
our Exchange performs as a driver of strength and development for the Brazilian capital markets. We strongly believe our
71
investments in technology, in market development and a wider range of products and services are key factors to improve the
quality of the services we offer, and to strengthen and enhance the transparency of the Brazilian capital markets.
Technology Developments
BM&FBOVESPA aims to offer prime information technology resources and excellence in information technology services to
customer market participants and investors. To this end, our investments in multiple IT projects in over 2013, 2012, 2011 and
2010 totaled R$278,607 thousand R$231,722 thousand, R$183,444 thousand and R$219.261 thousand, respectively. The
discussion below highlights the main projects we have completed or on whose implementation we have been working.
The PUMA Trading System, our new multi-asset class trading platform.
In the first half of 2010, consistent with our partnership agreement with the CME Group, we started the joint development of
a multi-asset class trading platform for the trading of equities, derivatives, fixed income securities and other exchange traded or OTC-traded assets, which is co-owned by our Company and the CME Group. The PUMA Trading System has
replaced our previous trading systems. This new trading platform gives us a state -of-the-art technology structure and
technology independence. It provides customers and participants with streamlined, efficient access to deal-making across
markets, and places BM&FBOVESPA high amongst the fastest, more reliable, efficient and technologically advanced
exchange-based marketplaces in our industry.
In the second half of 2011 we completed the implementation of the first stage of the PUMA project, comprising the derivatives
and spot forex module, which is now fully operational. And the equities module implemented in the first half of 2013.
Integrated Central Clearing Facility (IPN).

Since completing the integration of the two formerly independent local exchanges into BM&FBOVESPA, one of our more
important projects has been to combine the four clearing houses (equities and corporate debt securities; derivatives, forex,
bonds) we operate into a single, fully-integrated, central clearing facility. Our new central clearing facility has been planned to
give us highly efficient, multi-asset, multi-market, integrated risk management capabilities, allow for cross-margining, and
improve risk management processes and the management of cash and other collaterals pledged by market participants, so we
have the ability to offer highly solid and efficient clearing and settlement services to market participants and investors.
The project made headway in the last quarter of 2011, when we announced a partnership with Cinnober, a Sweden-based
global provider of advanced financial technology, which will include a perpetual license for use of TRADExpress RealTime
Clearing, their high performance, multi-asset, clearing and real-time risk management system. The RealTime Clearing system
(RTC system) will be the backbone our future multi-asset, multi-market, integrated clearing facility for its technologically
innovative, high performing capabilities, high capacity, stability and security features.
Then, late in 2012, we announced the launch of our Post-Trade Integration Program (Programa de Integrao da PsNegociao - IPN) in connection with the upcoming creation of our multi-market central clearing facility, which will be based on
CORE, or CloseOut Risk Evaluation, our pioneering, purpose-developed central counterparty multi-asset, multi-market, risk
management framework, and the lynchpin of a solid risk management system architecture, with performance to match the RTC
system. Our derivatives clearing house and the new risk management system CORE, was launched in August 2014, whereas
the equities clearing operations are expected to complete the migration at a later stage. We are required to obtain regulatory
approval to implement the IPN project.
New data center

We have been making substantial investments in our technology infrastructure, as part of our efforts towards reorganizing and
streamlining our data centers to benefit from a truly modern, efficient, safe and high-performing technology platform, which is
better prepared to support our future growth. We centered our strategy on two primary data centers, one designed for our
trading systems and applications, the other planned to house our post-trade systems and applications. One such data center
has been operational since June 2010 after having relocated, along with some of our IT team, to a leased high-capacity hosting
facility. The other data center will be a brand new, especially planned and designed facility, custom-made to meet our specific
needs and demands. The construction of our new data center began late in 2012 and is set to complete in the first half of 2014,
when we plan to start the equipment relocation and migration phase.
New OTC trading platform for derivatives and fixed-income securities (IBalco)
In the third quarter of 2013 we launched our new platform for registration of transactions in OTC derivatives. It is a
streamlined, state-of-art OTC platform which gives us a new operating model for treatment of OTC transactions, risk calculation
and collateral management, while offering flexibility and nimbleness fit to meet regulatory requirements and market demands.
The first family of contracts listed for trading on this OTC platform comprises non -deliverable forward currency contracts (for
financial settlement, no central counterparty available). In addition, we are set to list new products and offer new services
over the course of the year, including the registration services for securities as bank deposit certificates ( certificados de
depsito bancrio, or CDBs), real estate credit bills ( letras de crdito imobilirio, or LCIs), and structured notes (locally known
as certificados de operaes estruturadas , or COEs).
(ii) sources of financing for these investments.
The primary source of funds we currently use to finance our strategic investment plans is operating cash flow. We may also
consider alternative sources of financing, such as bank loans or a government or development bank financing program, or we
may elect to source funds by accessing the domestic or international capital markets. In 2010, with the aim of sourcing funds
with which to pay for an additional interest in CME shares, we carried out a cross-border offering of global senior notes. We
have since been funding our project with our operating cash flow.
(iii) planned and ongoing material divestments.
Not applicable, as there have been no, and there are no material divestments being considered or ongoing.
72
b.
Disclosed acquisitions of plants, equipment, patents and other assets, which are expected to
materially influence production capacity.
Integrated central clearing facility. In the last quarter of 2011 we announced an agreement with Cinnober to advance our
central clearing facility project, which included a perpetual license for use of their TRADExpress Real Time Clearing system. The
module for clearing and settlement of financial and commodity derivatives was launched in August 2014. The implementation of
the equities module is scheduled to 2016 and depends on the approval of regulators.
PUMA Trading System. In the first half of 2010, consistent with our partnership agreement with the CME Group, we started the
joint development and implementation of our co-owned multi-market, multi-asset class trading system and platform which has
now replaced our previous trading systems.
New data center. In 2010 we purchased a 20,000 square meter plot of land in Santana do Parnaba, state of So Paulo, Brazil,
where since November 2012 our new data center has been under construction. The construction of this new facility is set to
complete in the first half of 2014.
Expansion and modernization of OTC trading platform. In second half of 2011 we announced the development of our new
platform for registration and treatment of transactions in OTC derivatives, corporate debt securities and financial instruments.
The OTC platform was completed in the second half of 2013.
c.
new offerings of products and services, including:

(i)
previously disclosed and ongoing product research.
Not applicable, as our ongoing research studies relate to projects discussed under subsection 10.10(c)(iii) below.
(ii) total expenses incurred in research for development of new products or services.
Not applicable, as our expenses with research studies are discussed under subsection 10.10(c)(iv) below in connection with our
ongoing projects.
(iii) previously disclosed and ongoing development projects.
Projects we announced previously include our new integrated central clearing facility (within the scope of our Post-Trade
Integration Program (IPN); the PUMA Trading System; construction of our new data center in Santana do Parnaba (State of
So Paulo); new OTC trading platform (registration and treatment of OTC derivatives, corporate debt securities and financial
instruments); market making program for options on single stocks and stock indices; a review of the methodology of the
Bovespa Index (Ibovespa), fixed income ETFs and improvements on securities lending facility.
(iv) total expenses incurred in developing new products or services.
Total capital expenditures over the course of 2013 totaled R$289,224 thousand, with investments largely focused on our
technology projects, such as the PUMA Trading System, our new multi-asset electronic trading system and platform, the
derivatives module of the multi-market clearing system for our new central clearing facility (which is being implemented within
the scope of our IPN program), the new OTC trading platform and development of the family of non-deliverable forward
currency contracts for the OTC platform (which we called iBalco) and the construction of our new data center.
Total capital expenditures over the course of 2012 amounted to R$258,363 thousand, where R$231,722 thousand have been
invested in our technology projects, including the new PUMA Trading System, the first phase of the our central clearing facility
project and development of CORE (CloseOut Risk Evaluation), and the projects for development and implementation of new
platforms for registration and treatment of OTC derivatives and fixed-income securities, in addition to construction of our new
data center.
Total capital expenditures over the course of 2011 amounted to R$204,041 thousand, where R$183,444 thousand are
investments in technology projects such as implementation of the derivatives and forex module of our new PUMA Trading
System, and the integration of our clearing facilities into a single central clearing facility.
Total capital expenditures over the course of 2010 amounted to R$268,362 thousand, where R$219,261 thousand are
investments in IT projects, such as development of a new multi-asset class trading platform, a joint cooperation with the CME
Group within the scope of the global preferred strategic partnership we agreed in February 2010, and the expansion of
throughput capacity in both segments, in addition to purchase of a plot of land for us to build our new data center.
10.11. Other factors which materially influence operating performance
Other than as discussed elsewhere herein, there are no reportable factors which could materially influence our operating
performance.
11.
PROJECTIONS
11.1. Released estimates and assumptions

a.
the subject matter
On December 11, 2014, we released our 2015 opex budget (operating expenses adjusted to eliminate depreciation, stock
granting plan principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines and
provisions), between R$590 million and R$615 million, and revised our capex budget range for 2015, previously released on
December 17, 2013, to R$200 million and R$230 million from R$190 million and R$220 million and estimate our 2016 capex
between R$165 million and R$195 million. The budget ranges for 2014 for adjusted operating expensases is between R$585
million and R$595 million and capital expenditures between R$230 million and R$260 million, as previously released on
September 24, 2014.
73
b.
the time frame and valid time
The 2014 budget was prepared for a 12-month time frame ending December 31, 2014.
c.
the underlying assumptions, including indication of those that may be influenced by Management
and those that are beyond Managements control
Opex budget. Our 2014 and 2015 opex budget provides a forecast of expenses adjusted to eliminate depreciation, stock
granting plan principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines and
provisions. Throughout 2014 and 2015, we will be working towards deepening our internal controls and costs management of
the Companys headcount and general budget in order to offset the effects of salary increases due to promotion, changes in
wages and the annual salary adjustments contemplated under our collective bargaining agreement with the unions and
adjustments in contracts we hold with service providers.
Capex budget. Our 2014, 2015 and 2016 capex budget features 2014 current and 2015 and 2016 forecast estimates for capital
expenditures related to investments we expect to make in developing our IT infrastructure and platforms, as follows:
Integration of all our clearing houses into a single, multi-market central clearing facility;
Building of new data center;
New OTC trading and registration platform;
Improvements in IT infrastructure;
Deepening initiatives (securities lending, market makers, pre-trade risk controls).
The budget forecasts for capital expenditures and adjusted operating expenses may be influenced by Management.
d.
budget indicators
Our 2013 budgets projected capital expenditures at an interval between R$260,000 thousand and R$290,000 thousand, and
adjusted operating expenses at an interval between R$560,000 thousand and R$580,000 thousand.
11.2. Monitoring and revisions of budget projections
a.
identify updated and repeat projections included herein
The same types of estimates for adjusted operating expenses and capital expenditures included in our capex and opex budgets
for 2011, 2012 and 2013 are now repeated (after adjustments for inflation) in the capex and opex budgets for 2014, 2015 and
2016.
b.
comparison of estimates versus actual data for prior periods; reasons leading to budget deviations,
if any.
Our 2013 capex budget contemplated capital expenditures within a range between R$260,000 thousand and R$290,000
thousand, while the opex budget contemplated adjusted operating expenses within a range between R$560,000 thousand and
R$580,000 thousand. Ultimately, our actual capital expenditures amounted to R$289,224 thousand while the actual adjusted
operating expenses totaled R$575,764 thousand, in either case within the budget range.
thousand, whereas the opex budget contemplated adjusted operating expenses within a range between R$560,000 thousand
and R$580,000 thousand. Ultimately, our actual capital expenditures amounted to R$258,363 thousand while the actual
adjusted operating expenses totaled R$563,487 thousand, in either case within the budget range.
thousand, whereas the opex budget contemplated adjusted operating expenses within a range between R$580,000 thousand
and R$590,000 thousand. Ultimately, our actual capital expenditures amounted to R$204,041 thousand while the actual
adjusted operating expenses totaled R$584,521 thousand, in either case within the budget range.
c.
report and explain, as the case may be, sustained and revised projections for the current period as
of the date of this form
On September 24, 2014, we revised our 2014 opex budget (operating expenses adjusted to eliminate depreciation and
provision expenses, and expenses with the stock options plan and with taxes on dividends the CME Group paid to us), to R$585
million and R$595 million.
74
12.
SHAREHOLDERS MEETING; MANAGEMENT
12.1. Administrative structure

a.
responsibilities of each administrative body and committee;
Responsibilities of the board of directors. In addition to responsibilities prescribed under Brazilian Corporate Law and
our bylaws, the board of directors is responsible for (a) setting the general business guidelines for us and our subsidiaries;
(b) except for liquidity facility transactions (per article 38, indent e of the bylaws), giving prior consent for contracts of any
type and transactions or waivers of rights entailing obligations not contemplated in the annua l budget which are in excess of
a certain reference amount. Under our bylaws, reference amount is defined as one percent of the book value of our
shareholders equity; (c) appointing the executive officers of subsidiaries (for which purpose the directo rs are to defer to the
recommendations of the chief executive officer, unless any such recommendation is outvoted in a poll by a qualified majority
of directors representing 75% of the board membership); (d) providing shareholders with a list of three nomi nee specialized
firms with ability to evaluate our shares and prepare a valuation report, in the event a tender offer is to be implemented in
the course of a going-private process (and our deregistration as a public company) or for our shares to be deliste d from the
Novo Mercado; (e) within 15 days after the announcement of any type of tender offer initiated for shares issued by us,
expressing and disclosing to the market a reasoned opinion advising shareholders on the timing and convenience of the bid,
its impact on our business interests and other factors related to the tender offer; (f) approving rules for access to our
markets, including rules on granting, suspension and withdrawal of access permits, in addition to operating, clearing and
settlement rules and rulebooks, rules to define and regulate transactions in securities, bonds and derivative contracts
admitted for on-exchange trading or for trading on organized OTC markets operated by us or a subsidiary, and transactions
carried out in the clearing and settlement systems operated by us or a subsidiary; (g) approving rules related to listing,
suspension and delisting of securities and derivative contracts, and registration of issuers and writers; and (h) ordering
limited or market-wide trading halts in serious emergency events which otherwise would disrupt or adversely affect the
orderly operation of markets operated by us or a subsidiary, provided prompt notice of any such decision is to be given to
the Brazilian Securities Commission ( Comisso de Valores Mobilirios ).
Responsibilities of the board of executive officers. The board of executive officers represents our Company and is
responsible for managing our business in line with the guidelines set by our directors. In addition to responsibilities
prescribed under Brazilian Corporate Law and our bylaws, the board of executive officers is responsible for (a) abiding by,
and enforcing our bylaws and the decisions of our board of directors and shareholders meetings; (b) within its sphere of
authority, performing any and all acts necessary to ensure the regular course of business and fulfill our corporate purpose ;
and, (c) coordinating the activities of our subsidiaries.
Moreover, the board of executive officers has powers to (a) declare a clearing participant in default of its obligations vis--vis
our clearing facilities, ordering appropriate action to be taken; (b) assign operating, credit and risk limits to participants that
operate directly or indirectly in our clearing facilities; (c) define processes for common adoption at each of our clearing
facilities, and for the integration of trading systems, clearing and settlement systems, risk management and margin systems
(straight-through processing); and (d) order the closing out of open positions held by permit-holding market participants.
Responsibilities of the board advisory committees
Audit Committee. The primary responsibilities of the audit committee include making recommendations concerning
Compensation Committee. The primary responsibilities of the compensation committee include evaluating and
Nomination and Governance Committee. The primary responsibilities of the nomination and governance committee
Risk Committee. The primary responsibilities of the risk committee include monitoring and assessing risks, including
Investment Intermediation Industry Advisory Committee. The primary responsibility of this committee is to consider
the independent auditors, as well as assessing the effectiveness of our internal controls system and internal and
independent auditing processes, in addition to assessing the quality and integrity of our financial information and
supervising the financial reporting activities and performing other functions established in our bylaws and under
applicable. For the composition of this committee, see the information under section 12.7 of this Form.
adjusting our compensation guidelines, standards and policy, including as to benefits for directors, committee and
management members. For the composition of this committee, see the information under section 12.7 of this Form.
include tackling corporate governance, protecting our and our subsidiaries credibility and ensuring we practice high
business standards. For the composition of this committee, see the information under section 12.7 of this Form.
market, liquidity and systemic risks affecting markets we operate from a strategic and struct ural standpoint. For the
composition of this committee, see the information under section 12.7 of this Form.
issues and problems that affect the investment intermediation industry (particularly brokerage firms with access to
our markets) and make recommendations to our board regarding actions oriented towards strengthening the industry.
For the composition of this committee, see the information under section 12.7 of this Form.
Responsibilities of the executive advisory committee
Market Risk Committee. The primary responsibilities of the market risk committee include (i) evaluating macroeconomic
conditions and prospective impact on market risks; (ii) setting standards and guidelines for the determination of margin
requirements; (iii) setting standards and guidelines for the valuation of assets accepted as collateral; (iv) setting
guidelines determining the form and levels of collaterals required under transactions carried out or registered in any of
our trading, registration, clearing and settlement systems, including transactions carried out through our subsidiaries and
collateral under open positions; (v) proposing policies for management of collaterals; (vi) analyzing systemic leveraging;
(vii) proposing standards, limits and guidelines for control of credit risk by market participants; (viii) analyzing and
75
proposing measures for improvement of risk management systems; and (ix) conducting other analytic processes, as
deemed befitting matters within the sphere of competence of the chief executive officer. For the composition of this
committee, see the information under section 12.7 of this Form.
In addition, under item (g) of article 35 of our Bylaws, the Chief Executive Officer may decide to establish other executive
advisory or operational committees and work groups, and standardization and regulations committees, commodity
classification and mediation committees and other special committees, whose role, responsibilities, composition and
operation will be defined at the time they are created.
b.
date the fiscal council was established (if not a permanent body), and the dates on which committees
were established;
Our fiscal council has not been active since our incorporation. We take the view that the functions of a fiscal council are
adequately fulfilled by our audit committee because it was conceived and established with responsibilities (stated under
article 47 of our bylaws, pursuant to CVM Ruling 308/99, as amended) which overlap with those that are legally assigned to
a fiscal council under Brazilian Corporate Law.
Our audit committee as well as the compensation committee and the nominations and governance committee (the latter two
previously comprising a single body named compensation and nominations committee) were established at the extraordinary
shareholders meeting held on May 8, 2008, while the risk committee was established at a board meeting held on May 12, 2009.
The market risk committee was created on May 8, 2008, as an advisory committee to the CEO. Additionally, at a meeting
held on March 5, 2013, the board of directors established the investment intermediation industry advisory committee.
c.
mechanisms for evaluation of performance by each administrative body or committee;
We have no mechanisms for evaluation of the performance of either the board of executive officers or the market risk
committee, as collective bodies per se.
In addition, the board of directors has adopted a yearly evaluation process conducted by the president, whose dimensions
are twofold: what and how. The what dimension means evaluating data compiled and classified into three categories
we call (a) strategic focus, (b) knowledge and information on the business, and (c) independence, whereas the how
dimension means evaluating data compiled and classified into categories we call (a) decision-making process, (b) role at
meetings and (c) motivation and interest alignment.
The objective of the process is to facilitate structured discussions on continuing performance improvements for
systematically enhanced efficiency of the role of the board. The first stage encourages mulling over individual performance
through a questionnaire that proposes intensity-rated responses (on a 1 to 5 scale) that fall within one of the above
dimension categories. Results are compiled and discussed at a meeting of the board, which then establ ishes the related
improvement action plan.
d.
individual powers and responsibilities of the executive officers;
Chief Executive Officer . The responsibilities of the chief executive officer are set forth under article 35 of our bylaws,
and include, among other things, (a) directing and coordinating the functions of the other Chief Officers; (b) coordinating
and directing general planning activities for our company and subsidiaries; (c) setting prices, fee rates, commissions and
other dues charged from participants holding permits for access to our markets and from customers for services we
provide as market operators and in the course of performing our self-regulatory and market surveillance functions, as well
as in performing broker audits and commodity grading activities; (d) monitoring in real time and inspecting trades and
other transactions carried out on our trading, registration, clearing and settlement systems; ( e) acting within the realm of
our market surveillance function, taking measures and adopting procedures to prevent unfair or illegal or irregular market
practices; (f) ordering limited or market-wide trading halts in serious emergency events which otherwise would disrupt or
adversely affect the orderly operation of markets operated by us or a subsidiary, promptly giving reasoned notice of any
such decision to our board of directors and the Brazilian Securities Commission; (g) in certain instances contemplated in
the participant access rules and other rules issued by our board of directors, and in the event of suspected violation of
the code of ethics, taking the precautionary measure of suspending (for no more than ninety days) the access rights of
noncompliant or recalcitrant participants, whereas promptly communicating the suspension to the CVM and the Central
Bank; and (h) promptly notifying the CVM of events, including transient events, that affect the markets we operate.
Chief Financial Officer. The chief financial officer accumulates responsibilities as officer for corporate affairs and investor
relations. As such, this officers responsibilities include (a) planning and preparing yearly and multi-year budget forecasts,
work plans and capital expenditure plans; (b) controlling the execution of yearly and multi-year budgets; (c) managing and
investing financial resources, and supervising the performance of these activities by our subsidiaries ; (d) directing and
managing our accounting, financial planning and taxation departments; (e) managing the provision of administrative services
required by our business, in particular with regard to contract management, asset management, asset security, supplies and
logistics, engineering and maintenance; (f) supervising the legal team in connection with legal advice and course of action
regarding litigation, tax and taxation and regulatory matters; (g) supervising the activities of the issuer regulation department
regarding the processing and analysis of listing applications, in addition to issuer compliance with listing regulations and
disclosure and reporting requirements. We should note the nominations and governance committee (a standing advisory
committee to our board) has powers to monitor the activities of our issuer regulation department with the aim of mitigating the
potential for conflicts related to our capacity as a self-listed company; and (h) interfacing with customers for our products and
services; (f) managing reporting and disclosure activities, and acting as primary interface between our Company and the
shareholders, the CVM, the market, other exchanges and markets on which Company securities trade, and ensuring we keep
current registration information as required by applicable CVM regulation, in addition to directing and managing compliance
with other regulatory requirements.
76
Chief Operating Officer. The chief operating officer accumulates responsibilities as chief officer for trade and post-trade
operations. As such, this officers authority and responsibilities include (a) directing, managing trade operations and
monitoring the connectivity to our electronic trading platforms (b) directing and managing all clearing activities for the
equities, derivatives, fixed-income, commodities and foreign exchange markets, supervising activities at public offerings,
including clearing and settlement related thereto; (c) directing and managing services at our central securities depository
and custody activities provided for equities, fixed-income securities, gold and agricultural securities registered or deposited
with our central securities depository and our other custody systems; (d) directing and managing our activities as central
counterparty clearing house; and (e) managing the processing applications for permits for access to our markets and the
markets operated by our subsidiary Brazilian Commodities Exchange ( Bolsa Brasileira de Mercadorias ).
Chief Product Officer . The chief product and investor relations officer is responsible for (a) coordinating the research and
development of new products and trading structures; researching market needs in cooperation with market participants,
regulatory entities and private capital market institutions; (b) promoting market efficiency and market education in
cooperation with market participants, regulatory entities and private capital market institutions and developing solutions to
tackle technical hurdles; (c) establishing guidelines for business development activities in local and international markets, (d)
identifying and designing strategies for new business opportunities and establishing business relationships with market
participants seeking to expand distribution channels; and (e) interfacing with customers for our products and services.
Chief Technology and Information Security Officer. The chief technology and information security officer directs and
manages our information technology and information security activities, and is responsible for our technology infrastructure, as
well as for (a) managing and monitoring the connections to our electronic trading platforms; and (b) developing and managing
operating systems, control tools and market surveillance mechanisms, in addition to technology solutions related to the
processing of transactions within the scope of the capital markets.
e.
mechanisms for evaluation of performance by directors, committee members and officers.
Evaluations of the officers are conducted at the beginning of the year, at which time we set performance targets for the next
year in line with our strategic plan. In determining whether performance targets are met, the evaluations are conducted
pursuant to a process whose dimensions are twofold: what and how. The what dimension evaluates project realization,
adherence to budget and key operating indicators, whereas the how dimension evaluates competencies. In addition, upper
management team leaders perform half-yearly evaluations of each upper management member, including the members of the
board of executive officers, and define evaluation scores which give us feedback for determination of both the short-term
variable compensation (profit sharing bonuses) and long-term variable compensation (stock options under our stock option
plan). The evaluations and scores are subsequently submitted to the board of directors, along with the proposed compensation.
Given that the executive market risk committee is composed only by upper management members (meaning executive
officers elected under the bylaws and other officers), we conduct no evaluation of the individual performance of committee
members, as each of their overall performance is evaluated as discussed above.
In addition, while we have no mechanisms for individual evaluation of directors, their performance as a collective body is
evaluated pursuant to the process discussed above, in item c of this subsection.
12.2. Rules, policies and practices regarding shareholders meetings:
a.
call notice periods;
Shareholders meetings are called at least fifteen days prior to the date scheduled for the meeting on first call, and eight
days prior to the date of the meeting on second call.
b.
powers and responsibilities;
In addition to powers allocated to a shareholders meeting under Brazilian Corporate Law and our bylaws, the powers and
responsibilities of shareholders convening in properly called general meetings include (a) approving stoc k or subscription
option plans benefitting our and our subsidiaries management members and employees, consultants and certain other
service providers; (b) deciding on action to delist our shares from the Novo Mercado segment of the Brazilian stock
exchange, or to deregister BM&FBOVESPA as a public company upon a going private process; (c) from a list of candidate
appointees, designating a specialized firm to determine the fair value of our shares and prepare a valuation report in the
event of a going private process or our delisting from the Novo Mercado; (d) suspending the rights of shareholders in breach
of the law or our bylaws (article 120 of Brazilian Corporate Law n 6.404/76 and article 18 of our bylaws); (e) deciding on
our holding ownership interest in other companies and/or associations, consortia or joint ventures where any such interest
involves an amount in excess of three times the reference amount defined in the bylaws, for which purpose the legally
prescribed quorum to resolve must be observed, unless the Brazilian Securities Commission ( Comisso de Valores
Mobilirios), or CVM, consents to a lower quorum being adopted, such as permitted under paragraph 2 of article 136 of
Brazilian Corporate Law.
c.
locations (street address and website or e-mail address) at which the documents related to a
shareholders meeting are made available for analysis by shareholders;
Street address: our registered office, at Praa Antonio Prado, 48, 7th floor, Downtown, So Paulo, State of So Paulo
Electronic addresses: www.bmfbovespa.com.br/ri; and www.cvm.gov.br
d.
identification and management of conflicts of interest;
At this time we adopt no particular mechanism or policy to detect and identify instances where the interests of a shareholder
may entail conflict with our interest on any matter submitted to a shareholders meeting.
e.
proxy requests by management (for purposes of delegating voting rights);
77
Pursuant to current practices, we consent to having some of our senior management members act as proxies for
shareholders who wish to appoint them giving voting instructions on how they are to vote their shares at the relevant
shareholders meeting.
f.
formal requirements for acceptance of proxies and powers of attorney granted by shareholders,
including indication as to whether proxies sent via computer are acceptable;
We accept electronic proxies (powers of attorney) granted by shareholders that meet certa in requirements, including
corporate documents that prove authority for the granting of proxies (or powers of attorney). However, we do not require
proxies (or powers of attorney) to be notarized or consularized.
In order to facilitate attendance and encourage shareholder participation, we have adopted the practice of making
available the Online General Meetings platform (provided by Assembleias Online) for electronic voting or voting by
proxy. Thus, shareholders are permitted to register for remote voting or voting by proxy on every topic in the order of
business, whereupon they are issued digital certification by either a private certificate provider or by ICP -Brasil (the
certification authority for the Brazilian public key infrastructure established pursuant to Provisional Measure No. 2200-2
dated August 24, 2001).
g.
forums or gateways for receipt via computer of shareholder statements on matters included in the
agenda of shareholders meetings;
We keep no forums or gateways for receipt of shareholders statements via computer, regarding matters included in the
agenda for any shareholders meetings.
h.
online video and/or audio transmission of shareholders meetings;
We provide no online video or audio transmission of our shareholders meetings.

i.
mechanisms for inclusion of shareholder proposals in meeting agendas.
We adopt no special mechanisms for shareholders to add proposals to the order of business.
12.3. Dates and newspapers for published notices, documents and other releases required under Brazilian
Corporate Law.
Event
Notice of release of
financial statements
Call notices for

annual
shareholders
meetings
Date of the meeting
Minutes of the annual
shareholders meeting
that judged the
Publication
date(s)
Newspaper(s)
Publication
date(s)
Newspaper(s)
Publication
date(s)
Newspaper(s)
Not published
N/A
Not published
N/A
Not published
N/A
February 21, 2014

February 24, 2014
February 25, 2014
Valor Econmico
March 15, 2013

March 18, 2013
March 19, 2013
Valor Econmico
February 23, 2012

February 24, 2012
February 27, 2012
Valor Econmico
February 21, 2014

February 22, 2014
February 25, 2014
Official Gazette
of the State of
So Paulo
March 15, 2013

March 16, 2013
March 19, 2013
Official Gazette
of the State of
So Paulo
February 23, 2012

February 24, 2012
February 25, 2012
Official Gazette
of the State of
So Paulo
March 24, 2014, 12 noon
April 15, 2013, 11 am
March 27, 2012, 10 am
March 25, 2014
Valor Econmico
April 16 2013
Valor Econmico
March 29, 2012
Valor Econmico
March 25, 2014
Official Gazette
of the State of
So Paulo
April 16, 2013
Official Gazette
of the State of
So Paulo
March 29, 2012
Official Gazette
of the State of
So Paulo
February 14, 2014
Valor Econmico
February 20, 2013
Valor Econmico
February 15, 2012
Valor Econmico
February 15, 2014
Official Gazette
of the State of
So Paulo
February 20, 2013
Official Gazette
of the State of
So Paulo
February 15, 2012
Official Gazette
of the State of
So Paulo
Financial statements
12.4.
Rules, policies and practices regarding the board of directors
Our board has the mission of ensuring that business is conducted for protection and appreciation of our assets, whereas
maximizing long-term return for shareholders and caring for the health of good order of the markets we operate. Our board
of directors is a collective decision-making body, responsible for setting our general business guidelines and deciding on
strategic issues.
As set forth in our bylaws, our board is composed of a minimum of seven and a maximum of eleven members, all of whom
are elected for two-year terms (reelection being permitted), and may be removed by the shareholders meeting at any time.
Our directors may not accumulate responsibilities as our executive officers, nor as officers of our subsidiaries. A majority of
our directors must be independent directors. Our directors must not accumulate duties as our officers or officers of our
subsidiaries.
The chairman and vice chairman of the board are appointed by the absolute majority (50% plus one of all acting directors)
of directors attending the first board meeting after their election and investiture.
The presence of an absolute majority of our directors (50% plus one of all acting directors) constitutes a quorum to convene
78
any board meeting on first call. On second call, any number of attending directors constitutes a quorum to convene.
Except as provided in our bylaws, the decisions of the board require a majority of affirmative votes of attending directors,
provided the chairman of our board has the casting vote.
a.
frequency of board meetings;
Under article 26 of our bylaws, our board of directors meets regularly every other month, pursuant to an annual calendar our
Chairman releases every January. In addition, if urgent business so require, extraordinary board meetings may be called
pursuant to a three-day call notice given by the chairman or, in his absence, the vice chairman or otherwise by 2/3 of the
board membership.
The table below sets forth the dates of board of directors held in the last three full years.
2013
2012
2011
February 19, 2013
February 14, 2012
February 17, 2011
March 5, 2013
March 27, 2012
April 19, 2011
April 4, 2013
May 10, 2012
May 5, 2011
April 15, 2013
June 26, 2012
May 12, 2011
May 9, 2013
August 7, 2012
June 16, 2011
June 13, 2013
September 13, 2012
August 9, 2011
June 25, 2013
October 3, 2012
September 1, 2011
July 25, 2013
November 6, 2012
September 20, 2011
August 8, 2013
December 11, 2012
November 8, 2011
September 11, 2013
December 13, 2011
September 17, 2013
September 30, 2013
October 1, 2013
October 3, 2013
November 7, 2013
November 14, 2013
December 17, 2013
b.
provisions in shareholders agreements (if any) restricting or otherwise tying the voting rights of
directors at board meetings;
There are no shareholders agreements filed at our registered office.

c.
rules for identification and management of conflicts of interest.
Under article 22, paragraph 4, of our Bylaws, no person may be elected to our board if he or she is a director of a competito r
of ours or of a subsidiary, or has a conflict of interest with us or any of our subsidiaries. A person is deemed to have a
conflict of interest if, cumulatively, (i) the shareholder seeking to elect such person also has appointed a director of any
competitor; and (ii) the person has subordination relations with the shareholder seeking to elect such person.
Additionally, to determine whether or not a conflict of interest exists in the above circumstance, our Bylaws make an
extrapolation from the votes cast to elect any particular director, by providing that a director is deemed to have been
elected by (i) the shareholder or group of shareholders individually electing said director; or (ii) the shareholder or group
of shareholders whose votes, in a cumulative voting system, per se, were sufficient to elect the director, or whose votes
would have been sufficient had the cumulative voting system been adopted, taking into account the number of
shareholders attending the meeting; or (iii) the shareholder or group of shareholders whose votes, per se, would have
been sufficient to achieve the minimum percentage (10%) set under paragraph 4 of article 141 of Brazilian Corporate Law
for exercise of the right to elect a director by a separate vote.
Under Brazilian Corporate Law and paragraph 5 of article 26 of our Bylaws, a conflicted director must not have access
to information, take part in board deliberations, or vote on the matter regarding which he or she has a conflicting
interest.
Moreover, under paragraphs 8 and 9 of article 22 of our Bylaws our board members must not include two directors having
ties with a single participant with access to our markets or with a single entity, conglomerate or economic group. Our
Bylaws define ties as any of the following:
(a) a continuing relationship based on an employment contract or service provision agreement or an office as director,
executive officer, committee member, governing committee or fiscal council member;
(b) directly or indirectly holding ownership interest in shares representing at least 10% of th e capital stock or voting
stock of the relevant participant, entity conglomerate or economic group; or
(c) being a spouse, common law spouse or relative to the second degree of another director.
While for the most part our board is composed by independent directors, the interests of all our directors are in line with
our interests.
79
Under our Bylaws, independent director is defined as a director (a) that meets all of the independence standards set in
the Novo Mercado listing regulation and in CVM Ruling 461/07; and (b) whose interest in our shares, whether directly or
indirectly held, represents less than five percent of our shares of common stock and if the director has ties with a
shareholder, the latter must not hold an interest representing five percent o r more of our shares of common stock.
In addition, under subsection 5(IV) of our policy on conflicts of interest and related party transactions and under
subsection 15.7 of the board regulation, our directors are required to disclose promptly any existing conflict of interest
and are also required to abstain from taking part in deliberations and any decision -making process related to the
pertinent matter.
Moreover, also under subsection 5(IV) of our policy on conflicts of interest and related party transactions the chairman
may request a conflicted director to attend a board meeting to provide additional information on the conflict of interest,
the relevant matter, the parties involved, and so forth, provided the conflicted director must not vote or take pa rt in the
decision-making process regarding the pertinent matter.
Additionally, if a director who may potentially ascertain a personal gain from any given decision fails to disclose having a
conflicted interest, any informed peer may unveil such circumstance. The conflicted director would be found in breach of
our policy (for both the conflict proper and the disclosure failure), and the matter would be submitted for consideration of
the nominations and corporate governance committee so a recommendation can be made to the board of directors as to
possible corrective actions.
In any event, any disclosed conflict of interest and the conflicted directors abstentions from voting are required to be
properly recorded in the minutes of the relevant board meetings.
Additionally, on taking office, our directors are required to sign a statement acknowledging awareness of our policy and
committing to abide by the policy requirements regarding conflicts of interest and related party transactions.
12.5. Description of the Bylaws provision on arbitration commitment for settlement of disputes among
shareholders, or between shareholders and the registrant.
Our Bylaws (article 76) require our shareholders, directors, officers and, if in office, also our fiscal council members, to
settle by arbitration any disputes which is related to the application, legality, effectiveness, interpretation, violation and
effects of violation of the provisions of the Novo Mercado listing agreement or the Novo Mercado listing rules and
sanctions regulation, the arbitration regulation of the Market Arbitration Chamber, the provisions of the Brazilian
Corporate Law, the rules issued by the Brazilian Monetary Council ( Conselho Monetrio Nacional ), or CMN, the Central
Bank or the CVM, and other rules generally applying to the Brazilian capital markets. The arbitration proceedings are to
be conducted by the Market Arbitration Chamber under its rules.
12.6 and 12.8. Composition of the board of directors, board of executive officers and fiscal council;
professional experience of directors, executive officers and fiscal council members
Board of Directors
Age
Andr Santos
Esteves
Antonio Carlos
Quintella
Charles Peter
Carey
Claudio Luiz da
Silva Haddad
Denise Pauli
Pavarina
Eduardo Mazzilli
de Vassimon
47
49
58
68
51
57
Banker
Economist
Professional
degree
System Analyst
Economist
Business Executive
Industrial and
mechanical
engineer
Taxpayer ID
(CPF)
857.454.487-68
864.614.277-91
109.286.697-34
076.818.858-03
033.540.748-09
Director
Independent
director
Director
Independent
director (Vice
Chairman)
Director
Director
Election date
March 30, 2015
March 30, 2015
March 30, 2015
March 30, 2015
March 30, 2015
March 30, 2015
Investiture
date
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
Term of office
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the date

of the annual
meeting convening
to judge the 2016
Other positions
Nomination and
Governance
Committee member-
Risk Committee
member
Nominations and
Governance
Committee member;
Compensation
Committee member
Advisory Committee
for the Securities
Intermediation
Industry member
Risk Committee
member
No
No
No
No
No
No
Position
Appointed by
controlling
shareholder
80
Age
Professional degree
Taxpayer ID (CPF)
Position
Election date
Investiture date
Jos de Menezes
Berenguer Neto
Luiz Antonio de
Sampaio Campos
Luiz Fernando
Figueiredo
48
44
51
Luiz Nelson Guedes

de Carvalho
Pedro Pullen
Parente
69
61
Banker
Lawyer
Business Administrator
079.269.848-76
Director
011.084.707-50
013.124.158-35
University Professor,
Economist and
Accountant
027.891.838-72
Independent director
Independent Director
March 30, 2015
March 30, 2015
March 30, 2015
March 30, 2015
Business Executive
059.326.371-53
(Chairman)
March 30, 2015
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
Term of office
Through to the date of

the annual meeting
convening to judge the
2016 financial
statements

the annual meeting
2016 financial
statements

the annual meeting
2016 financial
statements

the annual meeting
2016 financial
statements

the annual meeting
2016 financial
statements
Other positions
Advisory Committee for

the Securities
Intermediation
Industry coordinator;
Compensation
Committee member
Audit Committee
member
Risk Committee
coordinator;
Audit Committee
coordinator
Nominations and
Governance Committee
coordinator;
Compensation
Committee coordinator;
Risk Committee member
No
No
No
No
No
Appointed by
controlling
shareholder
The following is a brief biographical description of the directors.

Pedro Pullen Parente (Chairman; Independent director)
He began his civil service career at Banco do Brasil in 1971, and in 1973 he was transferred to the Central Bank, in both cases
after sitting open public examinations. He was a consultant to the International Monetary Fund and to public institutions in
Brazil, including Secretaries of State and the 1988 Brazilian Constituent Assembly, having held several positions in the economic
area of government. He was Minister of State (1999-2002), having been the coordinator of the team handling the transition
from the government of President Fernando Henrique Cardoso to President Lula. During this period he also played an important
role as Chairman of the Energy crisis Management Committee, from 2001 to 2002. From 2003 until 2009 he was Executive Vice
President (Chief Operating Officer) of the RBS Group. He was President and Chief Executive Officer of Bunge Brasil from
January 2010 to April 2014. He currently has a seat on the boards of SBR-Global and the ABC Group, which he chairs, in
addition to being managing partner of the Prada group of financial consultancy and advisory companies.
Management positions in other public companies: He was a Director of the following companies: Banco do Brasil,
Petrobrs, TAM, Bovespa, CPFL, Alpargatas and Duratex, and he is a member of the Board of Directors of BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Parente in any disciplinary or court proceedings in the
last five years.
Claudio Luiz da Silva Haddad (Vice Chairman; Independent director)
A mechanical and industrial engineer from the Military Institute of Engineering in Rio de Janeiro (1969), he holds a Masters
and a Doctorate in Economics from the University of Chicago (1974) and Owner/President Management Program (OPM) of
Harvard Business School (1987). He was a full-time professor at the Graduate School of Fundao Getlio Vargas, from 1974
to 1979. In 1979 he served as chief economist at the Banco de Investimentos Garantia S.A., and in 1980 was appointed an
executive officer of the Central Bank of Brazil, with responsibility for the public debt and open market transactions, having
remained in this position until the end of 1982. He returned to the Banco de Investimentos Garantia S.A. in 1983, as partner
and executive officer responsible for the Corporate Finance division and, subsequently, for the entire investment banking
area. In 1992 he was appointed Executive Superintendent of the bank, a position he held until July 1998. He is President of
Instituto Insper and Chairman of the Board of Directors and principal shareholder of the IBMEC S.A group, a dire ctor of the
David Rockfeller Center of Harvard University for Brazil, the Board of Directors of the Hospital Israelita Albert Einstein, Ideal
lnvest S.A. and Instituto Unibanco.
Management positions in other public companies: He was a Director of Petrobrs from 2002 to 2006, and he is a
Director of BM&FBOVESPA.
No judgment of guilty, in the last five years, has been entered against Mr. Haddad in any disciplinary or court proceedings
(final or otherwise).
Andr Santos Esteves (Director)
He is CEO of Banco BTG Pactual S.A. Before founding BTG in June 2008, he was president and CEO of UBS Pactual from 2006
to 2008. He was appointed Global Head of Fixed Income at UBS in August 2007 and Global Head of FICC (Fixed Income,
Currencies and Commodities) at UBS in October 2007. He held both positions until his departure from UBS in 2008. He worked
for 17 years at Banco Pactual until the institution was sold to UBS in 2006. He joined the bank in 1989, became a partner in
1993 and was appointed member of the executive committee in 2002. He was a member of the board of the BM&F - the
Commodities and Futures Exchange, from 2002 to 2006. He has a degree in Computer Science from the Federal University of
Rio de Janeiro. Over the last 5 years he has been (i) Executive Officer of Pactual Asset Management S.A DTVM; (ii) Executive
81
Officer of Pactual Corretora de Seguros S.A.; (iii) Executive Officer of Sistema Leasing S.A Arrendamento Mercantil; (iv) Chief
Executive Officer and Chairman of the Board of Banco BTG Pactual S.A.; (v) Global Head of Fixed Income and Global Head
Global of FICC (Fixed Income, Currencies and Commodities) of UBS AG; (vi) a Director of the Brazilian Federation of Banks
FEBRABAN; and (vii) member of the Board of Directors of BM&FBOVESPA S.A.
Management positions in other public companies: He is Chairman of the Board of Directors and Chief Executive Officer of
Banco BTG Pactual S.A., Chairman of the Board of Directors and Chief Executive Officer of BTG Pactual Participations Ltd., Vice
Chairman of the Board of Directors of Banco Panamericano S.A., and a member of the board of directors of BR Properties S.A.,
member of the board of directors of Universo Online S.A., and member of the board of directors of BM&FBOVESPA S.A.
No judgment of guilty, in the last five years, has been entered against Mr. Esteves in any disciplinary or court proceedings, with
the exception of those listed below:
1)
Administrative Proceeding Pt.0601357636 filed by the Central Bank for the purpose of alleged losses arising from day -trade
transactions on the futures markets for US Dollar futures, exchange rate coupon FRAs DDI and 1-day DI interest rate futures on the
BM&F, in the period from October 2002 to February 2004, supposedly carried out to benefit the non-resident investor. A decision was issued
on April 19, 2013, stipulating a monetary fine of one hundred thousand Reais (R$100,000.00), which was paid in full and the case closed.
2)
Consob Proceeding 18165: Investigation within the civil sphere by the Commissione Nazionale per le Societ e La Borsa CONSOB, in
Europe, regarding improper secondary use of inside information when trading securities of Cremonini S.p.A, which at the time was in
negotiations about a partnership with JBS S.A., by director Andr Santos Esteves in November 2007. CONSOB ruled, at the lower level, for a fine
of 350,000.00, suspension from all activities as an administrator of companies regulated by the CONSOB and the freezing of the profit
supposedly obtained from the trade. Given its administrative nature, the decision carries no consequences in the criminal sphere. Although he
continues to believe that the allegations of CONSOB are groundless, Director Andr Santos Esteves decided to refrain from appealing, since he
was of the opinion that such an appeal would delay even further the conclusion of the proceeding. It should also be clarified that his decision
not to pursue this in no way represents a confession or acknowledgement of any of the alleged facts.
Antonio Carlos Quintella (Independent Director)

Founding partner of Canvas Capital. He was Chairman of Credit Suisse Hedging-Griffo, headquartered in So Paulo (2012-14),
and CEO of Credit Suisse Americas and member of the Executive Board of the Credit Suisse Group (2010-12) and CEO Credit
Suisse Brazil (2003-10). He joined Credit Suisse in 1997, as Senior Relationship Banker of the Investment Banking division and
was appointed CEO of the operations of Credit Suisse Brazil in 2003. As CEO of Credit Suisse Brazil he oversaw the expansion of
the banks presence in that market, including the acquisition of Hedging-Griffo, in 2007. He is a member of the Board of
Directors of Fundao OSESP and sits on the Deliberative Council of the Credit Suisse Hedging Griffo Institute, the Global
Advisory Board of the London Business School and the International Advisory Board of the New York Philharmonic. He holds a
degree in Economics from the Pontifical Catholic University of Rio de Janeiro and an MBA from the London Business School
(University of London).
Management positions in other public companies: He has held no management positions in any public companies.
No judgment of guilty, in the last five years, has been entered against Mr. Quintella in any disciplinary or court proceedings
Charles Peter Carey (Director)
A Business Administrator, he held the position of Vice Chairman in the CME Board of Directors from July 2007 until May 2010.
Previously he had been president of the Chicago Board of Trade (CBOT) from 2003 to 2007 and one of those responsible for
transforming the CBOT into a publicly listed company on the NYSE. He is currently a Director of the CME Group Inc. and
president of the Chicagoland Sports Hall of Fame.
Management positions in other public companies: He has held no management positions in any public companies, except
that he is a member of the Board of Directors of BM&FBOVESPA.
No judgment of guilty, in the last five years, has been entered against Mr. Carey in any disciplinary or court proceedings (final
or otherwise).
Denise Pauli Pavarina (Director)
She holds a degree in Economics from Faculdade Armando lvares Penteado - FAAP and in Law from Universidade Paulista UNIP, with an Executive MBA in Finance from Instituto Insper. She began her career in March 1985 at Banco Bradesco de
Investimento S.A., a financial institution that merged with Banco Bradesco S.A. in November 1992. At Bradesco, she held the
positions of Underwriting Manager and Manager of the Managed Portfolio Department. In September 1996 she was
promoted to the position of Executive Superintendent, being appointed Departmental Head in January 2001. In June 2006
she was appointed an Executive Officer of Banco Bradesco BBI S.A. and in January 2007, Departmental Manager, remaining
until December 2009 when she returned to Bradesco and was appointed Departmental Head. In January 2012 she was
appointed Deputy Executive Officer and, in February 2015, Managing Executive Officer, a position she currently holds. She is
also and Managing Director of Bram - Bradesco Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios, having
previously held the position of Executive Superintendent. She is a member of the Steering Committee of Fundao Bradesco
and Director of FIMADEN, a foundation institute devoted to the treatment of digestive system and nutrition disorders. In
addition to these activities she is President of the ANBIMA - the Association of Brazilian Financial and Capital Market Entities,
a director of 2bCapital S.A., an Investment Committee member at NEO Capital Mezanino, an equity fund, Member of the
National Committee for Financial Education - CONEF, Member of the Council of Representatives of the National Confederation
of Financial Institutions - CNF, Director of Instituto BRAiN Brasil Investimentos & Negcios and an alternate Director of
Sete Brasil Participaes S.A. She was a Director of Cielo S.A., Bica de Pedra Industrial S.A., Companhia Siderrgica Belgo Mineira, CPM Braxis S.A., Latasa S.A. and So Paulo Alpargatas S.A., an alternate member of the Steering Committee of
ABRASCA - the Brazilian Association of Publicly-listed Companies, Member of the Consultative Council of ANCORD the
82
National Association of Brokerage Houses and Securities Distributors, Foreign Exchange and Commodities, executive officer
of UGB Participaes S.A., and Institutional Relations Officer and Advisor to the Association of Capital Market Analysts and
Investment Professionals - APIMEC So Paulo.
Management positions in other public companies: She is an Executive Officer and Manager at Banco Bradesco S.A. She
was a Director of Cielo S.A. and of So Paulo Alpargatas S.A (current name: Alpargatas S.A.).
No judgment of guilty, in the last five years, has been entered against Ms. Pavarina in any disciplin ary or court proceedings
Eduardo Mazzilli de Vassimon (Director)
He holds a degree in Economics from the School of Economics of the University of So Paulo - USP and in Business
Administration from Fundao Getlio Vargas, both completed in 1980, and a graduate degree from EAESP/FGV and cole
ds Hautes tudes Commerciales France in 1982. Since 2013 he has been an Executive Officer of Ita Unibanco Holding
S.A. and Executive Vice President of Ita Unibanco S.A. and, since 2003, an Executive Officer of Banco Ita BBA S.A. He was
Executive Vice President of Banco Ita BBA S.A. from April 2003 to December 2008, in charge of the international, financial
institutions, products and customer desk and treasury areas; Executive Officer of the International Area of Banco BBACreditanstalt S.A. from 1992 to 2003; Assistant Executive Officer, Foreign Exchange, at Banco BBA-Creditanstalt S.A from
1990 to 1991; and General manager for Foreign Exchange at Ita Unibanco S.A. from 1980 to 1990.
Management positions in other public companies: He is an Executive Officer of Ita Unibanco Holding S.A. and
Executive Vice President of Ita Unibanco S.A.
No judgment of guilty, in the last five years, has been entered against Mr. Mazzil li in any disciplinary or court proceedings
Jos de Menezes Berenguer Neto (Director)
He obtained a Bachelors Degree in Law in 1989 from the Pontifical Catholic University of So Paulo. He was appointed
President of JP Morgan in Brazil beginning April 1, 2013. He was CEO of Gvea Crdito Estruturado (project finance). From
2007 to 2012 he worked at Banco Santander S.A. as head of the Retail, Private Banking, Asset Management and Global
Markets and Products areas, having been an effective member of the Executive Commission and, until September 2012, a
director of Banco Santander in Brazil. Prior to his positions at Santander, between 2002 and 2007 he served as Executive
Vice President in the Corporate segment at Banco ABN / Real, with direct responsibility for the Global Markets, Private
Banking, Products, Finance and areas and the ALCO (Asset and Liability Committee). From 1999 to 2002 he served as an
Executive Officer of Banco BBA S.A., with responsibility for: Balance Sheet Management, Gapping, Proprietary Trading and
Capital Markets and was also a member of the board of directors. Together with the GP Group he founded Utor
Investimentos-NY/So Paulo. Between 1997 and 1998 he served as Co-Head of Emerging Markets and High Yield Fixed
Income at ING Bank New York, as a member of the Corporate and Private Banking Executive Committee, as well as a
member of the Regional Management Committee of the Americas. Between 1994 and 1997 he was the officer responsible for
the following segments: Head of Fixed Income, Equities Trading, Sales and Research at ING Barings Brazil. He was also an
effective member of the Branch Management, Credit and Trading Risk Management Committees, as well as CEO of ING
Brokerage House in Brazil. He was a member of the boards of Gvea Investimentos S.A., FEBRABAN, ANBIMA, Fundao
Brasileira de Proteo da Juventude e Infncia and the Emerging Markets Traders Association. He was also Vice President of
the Federao Bancria Brasileira - Treasury from 2000 to 2002.
Management positions in other public companies: He was a Director of Banco Santander (Brasil) S.A., and he is a
Director at BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Berenguer Neto in any disciplinary or court
proceedings in the last five years..
Luiz Antonio de Sampaio Campos (Independent director)
Lawyer specializing in Corporate Law, founding partner of law firm Barbosa Mssnich & Arago - Advogados. He was a Director
of the Brazilian Securities Commission from 2001 to 2004, where he participated in creating rules that cleared the way for a
substantial restructuring of the stock market, such as CVM Instructions 361 and 400. He joined Barbosa Mssnich & Arago
Advogados in 1995 as a founding partner, cutting ties with the office during the period when he joined the executive board of
CVM, and returning in March 2005.
Management positions in other public companies: Member of Fiscal Council of Nitro Carbono S.A. and Pronor
Petroqumica S.A.
No judgment of guilty (final or otherwise) has been entered against Mr. Sampaio Campos in any disciplinary or court
proceedings in the last five years.
Luiz Fernando Figueiredo (Independent director)
Business administrator specializing in Finance from Fundao Armando lvares Pe nteado (FAAP), having been a professor on
that institutions MBA Program. He is co-founder and Lead Managing Partner at Mau Sekular Investimentos and currently
serves as a Director of the Association of Brazilian Capital and Financial Market Entities (ANBIMA). In the past he has served
as Director of Grupo Po de Acar, President of the Association of Capital Market Investors (Brazilian acronym, AMEC) and a
Director of Industry Romi. He was co-founding partner of Gvea Investimentos, and partner and Treasury Officer of Banco
BBA. Between 1999 and 2003 he was Monetary Policy Director of the Central Bank of Brazil. He has also held managerial
positions at Banco Nacional, JP Morgan and local brokerage houses in the trading, foreign exchange, commodities and
variable income functions.
Management positions in other public companies: He was a Director of Banco Santander (Brasil) S.A., and he is a
Director at BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Berenguer Neto in any disciplinary or court
83
proceedings in the last five years.

Luiz Nelson Guedes de Carvalho (Independent director)
He holds an Economic degree from the School of Economics, Business and Accounting of the University of So Paulo (FEAUSP) and in Accountancy from Faculdades So Judas Tadeu - SP. He also holds a masters degree and doctorate in
Accounting and Controllership from FEA-USP. Doctorate Honoris Causa from FECAP/SP. He is a Professor at FEA-USP;
Director of FIPECAFI; Member of the Accounting Pronouncements Committee CPC Brazil and its Vice Coordinator for
International Relations; official deputy representative of CPC Brazil at the Emerging Economies Group (EEG) of the
International Accounting Standards Board (IASB), London; Member of the board of the International Integrated Reporting
Council IIRC, an initiative of the Accounting for Sustainability - A4S project coordinated by the Prince of Wales; Member
of the Consultative Council of the A4S project and a member of its Governance and Appointments Committee; and an
Independent Member of the Self-Regulation Council of FEBRABAN. He has experience as an arbitrator at the ICC
International Court of Arbitration, headquartered in Paris, and the at the Brazil-Canada Chamber of Commerce in So
Paulo; he is a business consultant specializing in corporate reorganizations, organizational changes and mergers and
acquisitions; advisor to companies and law firms and offers expert opinions on litigation involving matters concerning: (i)
the financial system and the capital markets, (ii) auditing of financial statements and corporate accounting and,(iii)
mergers and acquisitions; General Coordinator of Exame Magazines special supplement Melhores e Maiores (Best and
Biggest) companies in Brazil; Chairman of the Working Group on Capacity Building in the area of International Financial
Reporting of the Intergovernmental Group of Experts on International Standards of Accounting and Reporting (ISAR) of
UNCTAD/UNO in Geneva, Switzerland; Audit Committee Coordinator of Cia. Brasileira de Distribuio; member of the Board
of Directors of the NGO FAS Fundao Amaznia Sustentvel; member of the Board of Directors of the BM&FBOVESPA
S.A.; Audit Committee Coordinator at the BM&FBOVESPA; member of the Sustainability Committe e of the BM&FBOVESPA;
member of ABRACICON (The Brazilian Academy of Accounting Sciences); former member of the Board of Directors da XBRL
International Inc. (20092011); former member of the Financial Crisis Advisory Group (FCAG) from 2008 to 2010 on the
initiative of the Financial Accounting Standards Board (FASB) and the IASB; first independent President of the Standards
Advisory Council (SAC) of the IASB, (2005 - 2008); former member of the Consultative and Advisory Group (CAG) of the
International Assurance and Auditing Standards Board of the International Federation of Accountants (IFAC) from 2005 to
2010; consultant retained by the World Bank for matters of the Brazilian Financial System and for matters of the Audit
Accounting Reforms in Brazil (2003); former Deputy Director of the IAA (Interamerican Accounting Association); President
with five (05) terms of office and a permanent member of the Brazilian delegation on the Intergovernmental Group of
Specialists in Accounting Standards and Financial Reports, a UNCTAD/UNO body.
Management positions in other public companies: Former director of Banco Nossa Caixa S.A., do Banco BBVA Brasil
S.A., Banco Excel-Econmico S.A.; Vicunha Txtil S.A.; Banco de Crdito Real de Minas Gerais CREDREAL; former
Coordinator of the Audit Committee of Banco Nossa Caixa S.A. and of the Finance and Risks Committee of Vicunha Txtil
S.A. He is a member of the Board of Directors of BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Carvalho in any disciplinary or court proceedings in
the last five years.
Board of Executive Officers
Edemir
Pinto
61
Age
Ccero Augusto
Vieira Neto
42
Daniel
Sonder
38
Eduardo Refinetti
Guardia
48
Lus Otvio Saliba

Furtado
47
Professional degree
Economist
Economist
Economist
Economist
System Analyst
Taxpayer ID (CPF)
614.304.988-20
128.501.208-98
283.092.178-03
088.666.638-40
Position
Chief Executive
Officer
Appointment date
April 30, 2015
April 30, 2015
April 30, 2015
April 30, 2015
926.046.687-34
Chief Technology and
Information Security
Officer
April 30, 2015
April 30, 2015
April 30, 2015
April 30, 2015
April 30, 2015
April 30, 2015
2 years
2 years
2 years
2 years
2 years
Market Risk Committee

member
Market Risk
Committee member
No
No
No
No
No
Investiture date
Term of office
Other positions
Appointed by controlling
shareholder
Chief Operating Officer

Chief Financial Officer
(Trading, Clearing & CSD)
Chief Product Officer
The following is a brief biographical description of the members of the board of executive officers.
Edemir Pinto
Chief Executive Officer
Mr. Pinto is an economist and joined BM&F in January 1986. In July 1987 he was elected Derivatives Clearing Officer,
responsible for risk management, clearing and settlement, participant registration, margin requirements, custody and
controllership. He was chief executive officer of BM&F between April 1999 and May 2008, in which capacity he was
responsible for managing the company, supervising and coordinating the work of the officers, establishing the business plans
and strategic guidelines. Following the merger with Bovespa in the integration process from which BM&FBOVESPA emerged
as the Brazilian securities, commodities and futures exchange, he was elected our chief executive officer.
Other positions in public companies. Prior to our merger with Bovespa Holding, Mr. Pinto was the CEO of BM&F, the Brazilian
Mercantile and Futures Exchange (Bolsa de Mercadorias e Futuros BM&F S.A).
On deciding appeal No. 7530, the Appeals Board of the Brazilian Financial System (CRSFN), with grounds on article 11 of
84
Law No. 6,385/76, reversed the earlier acquittal issued in CVM sanction proceedings No. 37/2000 to enter a judgm ent of
warning against Mr. Edemir Pinto for oversight failure related to certain transactions in Ibovespa futures.
Ccero Augusto Vieira Neto
Mr. Vieira Neto holds a graduate degree in economics from the school of economics of the University of So Paulo. PhD in
Economics from the University of So Paulo.He joined Brazilian Mercantile and Futures Exchange (BM&F) in 2001, where he
served as executive officer for the BM&F clearing houses. At our company, prior to the merger with Bovespa Holding, he was
head of derivatives clearing and risk management (2006-2008). Since July 2008 he was our chief operatiing and technology
officer, responsible for trade and post-trade operations, the IT infrastructure and architecture, and IT external services. Since
September 2011, became chief operating officer of BM&FBOVESPA, responsible trade and post-trade operations, including
clearing houses and depository services.
Other positions in public companies. Prior to our merger with Bovespa Holding, Mr. Vieira Neto was an executive officer of
BM&F, the Brazilian Mercantile and Futures Exchange (Bolsa de Mercadorias e Futuros BM&F S.A).
No judgment of guilty (final or otherwise) has been entered against any of our directors in any disciplinary or court proceedings.
Daniel Sonder
Chief Financial Officer
Mr. Sonder holds a bachelor's degree in Economics and International Relations from Tufts University and a masters degree in
International Relations from the Fletcher School of Law and Diplomacy - Tufts University. He served until June 2013 as a
managing director and and was responsible for the Structured Credit Funds area in the Asset Management Division of Credit
Suisse, which he joined in 2006. Previously, between 2003 and 2006, he was a member of the senior staff of the So Paulo
State Secretary of Treasury. Earlier, between 2002 and 2003, he was assistant to the Director of Structured Products at the
Brazilian National Bank for Economic and Social Development (Banco Nacional de Desenvolvimento Econmico e Social), or
BNDES, and held several positions at J.P. Morgan from 1999 to 2001. In May 2013, Mr. Sonder became Chief Financial Officer at
BM&FBOVSPA, where, since February 2015 he is also the Investor Relations Officer.
Other positions in public companies. He is a former member of the board of the Sabesp in 2004 and 2006. He was also a
fiscal council member at Cosesp, EMAE and Sabesp.
Eduardo Refinetti Guardia
Chief Product Officer
Mr. Guardia holds a bachelors degree in economics from the Catholic University of So Paulo, a masters degree in economics
from University of Campinas and a PhD degree in economics from University of So Paulo. From June 2010 to May 2013 he was
the Chief Financial Officer of BM&FBOVESPA, in May 2013 he became the Chief Product and IR Officer and since February 2015
he is the Chief Product Officer. Previously he was Finance Secretary of the State of So Paulo, Secretary of the Brazilian
Treasury, Deputy Secretary of Economic Policy of the Ministry of Finance, Managing Partner of Pragma Patrimnio, Chief
Financial and IR Officer of GP Investments and a professor of the Department of Economics at PUC/SP. In addition, he is a
former member of the Board of Directors of Banco Nossa Caixa (Chairman), COSESP (Chairman), Droga Raia, CESP, CTEEP,
SABESP and CEF.
Other positions in public companies. Mr. Guardia is a former CFO and IRO of GP Investments and former chairman of the
boards of directors of Banco Nossa Caixa and Cosesp (Insurance Company of So Paulo). He was previously a member of the
boards of directors of Droga Raia (retail drugstore chain), of ETC Participaes S.A. (private equity), of Ideal Invest (financial
solutions in education), of the public utilities CESP/EMAE, Sabesp and CTEEP, of Cosipa and of Banco Nossa Caixa S.A. He was
also a fiscal council member at Banco do Brasil , Sabesp (water utility) and the Brazilian National Bank for Economic and Social
Development (Banco Nacional de Desenvolvimento Econmico e Social, or BNDES).
Lus Otvio Saliba Furtado
Chief Technology and Information Security Officer
Mr. Furtado is a systems analyst graduated from Catholic University in 1989 with Advanced Management Program at Harvard
Business School in 2008. He was IT manager at IBM, responsible for Latin America. Previously, he worked for the Po de
Acar Group (2000-2002), where his last position was Chief E- Commerce Officer, and Vice President of Technology and
Services at Sul America Seguros (insurance). In April 2011, he joined the staff of the BOVESPA as Chief IT Officer. In
September 2011, he was appointed our Chief Technology and Information Security Officer.
Other positions in public companies: Mr. Furtado served as Executive Vice President of Sul America S.A. from 2002 to 2011.
Fiscal Council
Our fiscal council is not active at this time.
See subsection 12.12 below, under the heading Additional Reportable
Information Supplemental Information to Subsections 12.6 and 12.8 Fiscal Council.
12.7. Composition of standing committees established under the bylaws, and of the audit, risk, finance and
compensation committees.
Board of Directors Advisory Committee
Age
Luis Nelson
Guedes de
Carvalho
Luiz Antonio
de Sampaio
Campos
Paulo Roberto
Simes da Cunha
Pedro Oliva
Marcilio de
Sousa
Srgio Darcy da
Silva Alves
Tereza Cristina
Grossi Togni
69
44
64
40
69
64
85
Professional
degree
Taxpayer ID
(CPF)
Position
Appointment
date
Investiture
date
Term of office
Accountant
027.891.838-72
Committee
coordinator
March 31, 2015
March 31, 2015
June, 2017
Lawyer
011.084.707-50
Member
March 31,2015
May 18, 2015
March, 2016
Accountant
Lawyer
Financial
Consultant
Accountant
567.047.048-68
726.224.745-04
050.933.687-68
163.170.686-15
External
member
External
member
External
member
External member
July 25, 2015
July 25, 2015
July 25, 2015
July 25, 2015
July 30, 2015
July 30, 2015
July 30, 2015
July 30, 2015
June, 2017
June, 2017
June, 2017
Regulatory
Other
Committee(*)
positions
member
( )
* The Regulatory Committee is an advisory committee to the CEO established to support Management on regulatory issues.
Independent
director
June, 2017
-
The following is a brief biographical description of the members of the audit committee.
Tereza Cristina Grossi Togni (external independent member)
Ms. Grossi holds degrees in Business Management and Accounting Sciences from the Minas Gerais Catholic University
(1977). She attended specialization programs in Banking Supervision in Basel, Switzerland, and the United States. She made
her career at the Central Bank of Brazil (April 2000-March 2003), where she rose to member of the Board of Governors and
Banking Supervisory Officer after having held positions as Expert Consultant, Adjunct Head of Department and Head of the
Banking Supervision Department (February 1997- March 2000), and Chief Inspector and Banking Supervision Coordinator
(August 1984-February 1997). As a Central Bank representative, Ms. Grossi was a member of the Core Principles Liaison
Group (CPLG) of the Basel Committee on Banking Supervision and member of its Working Group on Capital from April 2000
to March 2003. She was also a member of Board of Directors of Banco Ita Unibanco Holding Financeira S.A. from February
2004 to November 2008, where she also served as Financial Specialist member of its Audit Committee (July 2004 -May
2010); member of the Disclosures and Trading Committee (May 2005-May 2010); member of the Accounting Policies
Committee (May 2008-May 2010); member of the Audit Committee of Porto Seguro S.A., (December 2009-October 2011).
Also within the Ita Group, Ms. Grossi has been coordinator of the Audit and Risk Management Committee of Itautec S.A
since September 2010; member of the Disclosures Committee of Itautec S.A since May 2011; and chairman of the Fiscal
Council of Itasa - Investimentos Ita S.A since April 2011. In addition, she has been chairman of the Audit and Risk
Management Committee of Duratex S.A. since April 2013, and specialist committee member (auditing and risk management)
since June 2012.
Other positions in public companies. Ms. Grossi has served as Coordinator of the Audit and Risk Management Committee of
Itautec S.A since 2010, and member of its Disclosures Committee since May 2011. In addition, she has been Chairman of the
Fiscal Council of Itasa - Investimentos Ita S.A since April 2011, Chairman of the Audit and Risk Management Committee of
Duratex S.A. since April 2013, and Specialist Committee Member (auditing and risk management) since June 2012.
No judgment of guilty (final or otherwise) has been entered against Ms. Grossi in any disciplinary or court proceedings.
Luiz Nelson Guedes de Carvalho (independent director and committee coordinator)
Mr. Carvalho is our independent director. For biographical information, see subsection 12.8 above.
Luiz Antonio de Sampaio Campos (independent director)
Mr. Campos is our independent director. For biographical information, see subsection 12.8 above.
Paulo Roberto Simes da Cunha (external independent member)
Mr. Cunha holds a graduate degree in Accounting and Business Administration from and post-graduate degrees in Accounting
and Auditing. Earlier, he had a 23-year career at the Central Bank of Brazil, where he worked mainly in banking supervision. He
was also a partner of KPMG Auditores Independentes and lead executive for the Risk Advisory Services and Regulatory Risk
practice areas. Currently, he serves as Chairman of the Fiscal Council of Mahle Metal Leve S.A and Specialist Member of the
Audit Committee of the Bradesco conglomerate.
Other positions in public companies. Mr. Cunha is the Chairman of the Fiscal Council of Mahle Metal Leve S.A.
No judgment of guilty (final or otherwise) has been entered against Mr. Cunha in any disciplinary or court proceedings.
Pedro Oliva Marcilio de Sousa (external independent member)
Mr. Sousa holds a graduate degree in Law from the Federal Univeristy of Bahia. In 1997, Mr. Sousa joined the law firm of
Machado, Meyer, Sendacz e Opice Advogados where he was a partner from 2001 to 2005, when he left to serve a two-year
term (2005-2007) as a Commissioner with the Brazilian Securities Commission (Comisso de Valores Mobilirios). He was also
vice-president of the investment bank division of Goldman Sachs Banco de Investimento S.A. and served as managing director
of Banco Standard de Investimento S.A., in charge of corporate acquisitions between 2009 and 2010. Since 2010 Mr. Sousa has
been a managing director of BR Advisory Partners Participaes S.A and audit committee member of Companhia Brasileira de
Distribuio.
Other positions in public companies. Mr. Sousa is an audit committee member at Companhia Brasileira de Distribuio.
No judgment of guilty (final or otherwise) has been entered against Mr. Sousa in any disciplinary or court proceedings.
Srgio Darcy da Silva Alves (external independent member)
Mr. Alves graduated in Economics from the Rio de Janeiro Federal University. He has been as a member of the Audit Committee
of Banco Ita Unibanco since April 2014; Coordinator of the Regulatory Committee of BM&FBOVESPA since January 2007;
Chairman of the Board of Directors of Planet Finance; a consultant and adviser for the Brazilian Association of Credit, Financing
and Investment Companies; a consultant and adviser for a number of financial market institutions; Former Director of Central
86
Bank, responsible for the Standards Area and Financial System Organization, from September 1997 to April 2006.
Other positions in public companies. Mr. Alves has been a member of the Audit Committee of Banco Ita Unibanco S.A.
No judgment of guilty (final or otherwise) has been entered against Mr. Alves in any disciplinary or court proceedings.
Risk Committee
Luiz Fernando
Figueiredo
Eduardo Mazzilli de
Vassimon
Pedro Pullen
Parente
50
49
57
61
Economist
Economist
Business Executive
Age
Professional degree
Antonio Carlos
Quintela
013.124.158-35
864.614.277-91
033.540.748-09
059.326.371-53
Committee Coordinator
Committee member
Committee member
Committee member
Appointment date
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
Investiture date
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
Term of office
2 years
2 years
2 years
Other positions
Director
2 years
Chairman of the Board of
Directors (Independent);
Coordinator of the
Compensation Committee and
of the Nominations and
Governance Committee
Taxpayer ID (CPF)
Position
Compensation Committee
Pedro
Pullen Parente
Age
Professional degree
Claudio Luiz
da Silva Haddad
Jos de Menezes
Berenguer Neto
61
68
48
Business Executive
Mechanical and industrial engineer
Bachelor of law
Taxpayer ID (CPF)
059.326.371-53
109.286.697-34
079.269.848-76
Committee member
Committee member
Appointment date
March 31, 2015
March 31, 2015
March 31, 2015
Investiture date
March 31, 2015
March 31, 2015
March 31, 2015
2 years
Chairman of the Board of Directors
(Independent);
Risk Committee member; Nominations
and Governance Committee
coordinator
2 years
2 years
Vice Chairman of the Board of Directors

(Independent); Nominations and
Governance Committee member
Independent director; Investment

Intermediation Industry Committee
member
Claudio Luiz
da Silva Haddad
Andr Santos Esteves
Position
Term of office
Other positions
Nominations and Governance Committee

Pedro
Pullen Parente
Age
Professional degree
61
68
47
Business Executive
Mechanical and industrial engineer
System Analyst
Taxpayer ID (CPF)
059.326.371-53
109.286.697-34
857.454.487-68
Committee member
Committee member
Appointment date
March 31, 2015
March 31, 2015
March 31, 2015
Investiture date
March 31, 2015
March 31, 2015
March 31, 2015
2 years
Chairman of the Board of Directors
(Independent);
Risk Committee member;
Compensation Committee coordinator
2 years
2 years
Vice Chairman of the Board of Directors

(Independent); Compensation
Committee member
Director
Position
Term of office
Other positions
Investment Intermediation Industry Advisory Committee
Age
Professio
nal
degree
Taxpayer
ID (CPF)
Position
Appointm
ent date
Investitur
Jos de
Menezes
Berenguer
Neto
47
Denise
Pauli
Pavarina
51
Eduardo
Nogueira
da Rocha
Azevedo
42
Guilherme
Dias
Fernandes
Benchimol
38
Joaquim
da Silva
Ferreira
73
Julio de
Siqueira
Carvalho de
Arajo
59
Bachelor of
law
Banker
Economist
Economist
Executive
Banker
079.269.84876
Committee
Coordinator
February 13,
2015
February 13,
076.818.8
58-03
Committee
member
March 01,
2015
March 01,
025.998.037
-48
External
member
February 13,
2015
February 13,
478.956.91
8-72
External
member
February
13, 2015
February
425.327.01749
External
member
February 13,
2015
February 13,
206.291.248
-09
External
member
February 13,
2015
February 13,
87
Leonardo
Chaves
Barreira
Mauro
Barbosa de
Oliveira
40
42
Engineer
Economist
Engineer
804.158.656
-20
External
member
February 13,
2015
February 13,
258.999.908
-99
External
member
February 13,
2015
February 13,
035.352.947
-89
External
member
February 13,
2015
February 13,
Caio Weil
Villares
42
e date
Term of
office
2015
2015
2 years
2 years
Director;
Compensation
Committee
member
Other
positions
Director
2015
2 years
-
2015
13, 2015
2015
2 years
2 years
2 years
2015
2015
2015
2 years
2 years
2 years
-
Executive advisory committees

Market Risk Committee
Andr Eduardo Demarco
39
Age
Ccero Augusto
Vieira Neto
42
Eduardo Refinetti Guardia

48
Marcelo Wilk
37
Professional degree
Economist
Economist
Economist
Taxpayer ID (CPF)
157.259.718-64
128.501.208-98
088.666.638-40
215.977.998-90
Position
Committee member
Committee member
Committee member
Committee member
Appointment date
May 13, 2009
May 8, 2008
June 3, 2013
December 10, 2013
Investiture date
May 13, 2009
May 8, 2008
June 3, 2013
December 10, 2013
Indefinite term
Engineering Officer
for Product and Services
Indefinite term
(Trading, Clearing & CSD)
Indefinite term
Indefinite term
Chief Products Officer
CSD & Registration Officer
Andr Monteiro d'Almeida

Monteiro
42
Viviane El Banate Basso

37
Mrio Palhares
40
Eduardo Lopes Farias

37
Systems analyst
Term of office
Other positions
Age
Profession
Engineer
Economist
631.491.505-82
267.030.438-92
025.278.567-30
027.002.197-32
Committee member
Committee member
Committee member
Committee member
Appointment date
October 14, 2013
July 5, 2011
February 18, 2014
February 18, 2014
Investiture date
October 14, 2013
July 5, 2011
February 18, 2014
February 18, 2014
Term of office
Indefinite term
Indefinite term
Indefinite term
Other positions
Risk Management Officer
Settlement Officer
Trading Officer
Indefinite term
Internal Controls, Compliance
and Enterprise Risk Officer
Taxpayer ID (CPF)
Position
12.9.
Marital relationships or domestic partnerships or family relationships (to the second degree) between:
a.
the directors of the registrant
There are no marital relationships or domestic partnerships or family relationships (to the second degree) between any of
our directors.
b.
(i) the directors of the registrant, and (ii) the directors of its direct or indirect subsidiaries
There are no marital relationships or domestic partnerships or family relationships (to the second degree) between any of
our directors and the directors of our direct or indirect subsidiaries.
c.
(i) the directors of the registrant and direct or indirect subsidiaries, and (ii) the direct or indirect
controlling shareholders
Not applicable, as we have no controlling shareholders.

d.
(i) the directors of the registrant, and (ii) the directors of its direct or indirect controlling shareholders

12.10. Work or employment or service provision relationships (subordinate relationships) tying directors,
officers, subsidiaries, controlling shareholders, other.
a.
direct or indirect subsidiaries
There are no subordinate relationships (work, employment or service provision relationships) between any of our directors or
officers and us or any of our wholly-owned or other subsidiaries and affiliates.
b.
direct or indirect controlling shareholders

c.
material suppliers, debtors, creditors and significant customers of the registrant, its subsidiaries,
controlling shareholders, companies under common control.
For information on subordinate or contractual relationships, see subsection 12.12 bel ow, under the heading Additional
Reportable Information Positions our directors hold in other companies and entities.
12.11. Directors and officers liability insurance policies or indemnification agreements

We provide directors and officers (D&O) liability insurance aimed to cover damages or defense costs in the event they suffer
such losses as a result of a lawsuit for alleged wrongful acts while acting in their capacity as directors and officers for our
organization.
The basic principle underlying D&O insurance is that we and our shareholders are best served by knowledgeable directors and
officers who take strategic risks based upon the information reasonably available to them at the time the decision is made,
88
without the threat of personal liability.

We purchase D&O insurance policies to cover our and our subsidiaries executive officers and other upper management
members for potential losses related to functional activities performed both in Brazil and cross-border.
The current D&O insurance policy is effective through February 28, 2015, but coverage for future claims regarding events
preceding such date may in our discretion extend for an additional period covering up to 72 months.
However, the policy renewal is not automatic, requiring notice of renewal being given. The premium we paid for a one -year
R$349,689.75 coverage (ending February 28, 2015) totaled R$125,000 thousand.
12.12. Additional reportable information
Adherence to the ABRASCA Code of Self-Regulation and Good Practices of Public Companies
On December 12, 2011, BM&FBOVESPA adhered to the ABRASCA Code of Self-Regulation and Good Practices of Public
Companies ("ABRASCA Code"). In so doing, BM&FBOVESPA declared to abide by the principles and standards established
in the ABRASCA Code, except with regard to the standard which calls for a Disclosures Committee to be established.
Nonetheless, we should note our investor relations officer (as supported by other Company departments) is responsible
for analyzing information related to us and ensuring we comply with existing legal and regulatory disclosure and reporting
requirements.
Positions our directors hold in other companies and entities
Pedro Pullen Parente, non-executive director (independent)
Board or senior management positions held in other companies or entities. Mr. Parente serves as chairman of the board of
the ABC Group, as director of SBR-Global and managing partner of the Prada group of financial consultancy and advisory
companies.
Claudio Luiz da Silva Haddad, non-executive director (independent)
Board or senior management positions held in other companies or entities. Mr. Haddad is the president of Instituto Insper,
which owns and maintains the IBMEC So Paulo, and chairman of the board of directors of the IBMEC Group, a higher
education conglomerate. He is a member of the board of directors of the David Rockefeller Center for Latin American Studies of
the Harvard University, and a director of Hospital Israelita Albert Einstein, of Ideal lnvest S.A and of Instituto Unibanco.
Antonio Carlos Quintella, non-executive director (independent)
Board or senior management positions held in other companies or entities. Board of Directors at Fundap OSESP and
Advisory Board member of Credit Suisse Hedging Griffo Institute.
Andr Santos Esteves, non-executive director
Board or senior management positions held in other companies or entities. Chairman and Chief Executive Officer of BTG
Pactual S.A., Chief Executive Officer of BTG Pactual Holding S.A., Director and executive officer of BTG Pactual Participatio ns
Ltd., Vice Chairman of Banco Pan S.A. Also a member of the Board of Directors of BR Properties S.A., Universo Online S.A.
and the Brazilian Finance and Real State S.A. and Member of the Board of the Fundao Estudar.
Charles Peter Carey, non-executive director
Board or senior management positions held in other companies or entities. Mr. Carey is a member of the Board of Directors of
the CME Group. He also serves in the management of Henning-Carey Proprietary Trading, LLC and as General Partner of
Henning & Carey Trading Company. Additionally, Mr. Carey serves as President of the Chicagoland Sports Hall of Fame.
Denise Pauli Pavarina - non-executive director
Board or senior management positions held in other companies or entities. Executive Director Banco Bradesco S.A. Managing
Director of Bram - Bradesco Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios. Member of the Steering
Committee of Fundao Bradesco and Director of FIMADEN, a foundation institute devoted to the treatment of digestive
system and nutrition disorders. President of ANBIMA - the Association of Brazilian Financial and Capital Market Entities,
Member of the Board of 2bCapital SA, Member of the Board of Directors of BRAiN Institute - Brasil Investimentos &
Negcios, and Deputy Member of the Board of Directors of Seven Brazil Participaes SA
Eduardo Mazzilli de Vassimon - non-executive diretor
Board or senior management positions held in other companies or entities. Executive Member Ita Unibanco Holding S.A and
member of the Board of Directors of Ita BBA S.A.
Jos de Menezes Berenguer Neto - non-executive director
Board or senior management positions held in other companies or entities. Mr. Berenguer Neto serves as Chief Executive
Officer of JP Morgan Brazil, is a member of the boards of Santos Futebol Clube (a football or soccer club), of Central de
Exposio de Derivativos (a derivatives institute), a non-profit firm dedicated to enhance transparency of domestic derivatives,
and of New Ventures Brasil and the Akatu Institute.
Luiz Antonio de Sampaio Campos - non-executive director (independent)
Board or senior management positions held in other companies or entities. Founding Partner of the law firm Barbosa,
Mssnich & Arago Advogados, Member of the Fiscal Board of Nitro Carbono S.A. and Pronor Petroquimica S.A.
Luiz Fernando Figueiredo - non-executive director (independent)
Board or senior management positions held in other companies or entities. Mr. Figueiredo serves as Head Managing Partner
of Mau Sekular Investimentos and serves as Director of the Brazilian Financial and Capital Markets Association (Associao
Brasileira das Entidades dos Mercados Financeiro e de Capitais ANBIMA).
Luiz Nelson Guedes de Carvalho - non-executive director (independent)
89
Board or senior management positions held in other companies or entities. Mr. Carvalho serves as director of the Accounting,
Actuarial and Financial Research Institute Foundation (Fundao Instituto de Pesquisas Contbeis, Atuariais e Financeiras), or
FIPECAFI..Member of the Governance Committee of the International Integrated Reporting Committee (IIRC); serves as
Chairman of the Capacity-Building Working Group for International Financial Reporting of the Intergovernmental Working Group
of Experts on International Standards of Accounting and Reporting (ISAR), an UNCTAD/UN initiative; Coordinator of the Audit
Committee of the Po de Aucar Group ; Director of the NGO Fundao Amaznia Sustentvel (Sustainable Amazon
Foundation); independent member of the Self-Regulatory Board of the Brazilian Federation of Banks (Febraban); managing
partner of NISA Solues Empresariais Ltda. and Nisa Consultoria Empresarial Ltda.
Supplemental Information to Subsection 12.2 Practices related to shareholders meetings.
The table below sets forth data on turnout information for shareholders' meetings held in the last three years.
Type of general meeting
Meeting date
Convened on
first or second call
Shareholder Turnout
(% of shares issued and outstanding)
Annual shareholders meeting

Extraordinary shareholders meeting
April 28, 2009

April 28, 2009
May 8, 2009
First call
First call
Second call
54.6%
54.6%
36.7%

April 20, 2010

April 20, 2010
First call
First call
36.8%
36.8%

April 18, 2011

April 18, 2011
April 28, 2011
First call
First call
Second call
50.0%
51.7%
41.2%

March 27, 2012

March 27, 2012
April 10, 2012
First call
First call
Second call
44.1%
44.2%
45.0%
Combined annual and extraordinary

shareholders meeting
April 15, 2013
First call
40.4%

March 24, 2014

April 7, 2014
May 13, 2014
May 26, 2014
First call
First call
First call
Second call
34.2%
36.3%
39.0%
39.6%
Supplemental Information to Subsections 12.6 and 12.8 Fiscal Council.
We take the view that the absence of an active fiscal council is adequately fulfilled by our audit committee because it has
been conceived and established with responsibilities (listed under article 47 of our Bylaws) that overlap with those legally
assigned to a fiscal council under Brazilian Corporate Law. Our audit committee is composed of six independent members
(two independent directors and four external members) appointed by our board for two-year terms based on
recommendations of our nominations and corporate governance committee, except for the independent director who does
not exercise the coordinator fuction, which will fulfill mandate for only one year. In addition, to ensure this committee
operates in an exempt and objective fashion, and for the benefit of our company and shareholders, external audit committee
members are required to be well versed in either auditing and accounting and taxation or compliance and internal controls.
They must also meet the independence standards set forth in article 46 of our Bylaws.
Supplemental Information to Subsection 12.10(c) Subordinate and Contractual Relationships with Our Affiliates.
Our director Charles P. Carey is also a director of the CME Group Inc., which holds ownership interest in approximately 5% of
BM&FBOVESPA shares. Moreover, at December 31, 2013, we owned a 5.1% ownership interest in the shares of the CME
Group. You should note that while the CME Group is an affiliate of ours, it is also a foreign company which is not a local
taxpayer and, thus, has no taxpayer ID (CNPJ) in Brazil.
Additionally, we and the CME Group have entered into the following agreements: (i) an order routin g agreement, whereby
CME customers may have their orders for local trades routed to our trading systems through the CME Globex platform,
whereas our customers route their orders for trades in CME products through our PUMA (BM&FBOVESPA) platform; (ii) a
technology agreement whereby we will cooperate in the development and implementation of a multi-asset class electronic
trading platform; and (iii) a global preferred strategic partnership whereby, among other things, we will cooperate in
identifying and pursuing opportunities for co-investment in, and joint commercial partnerships with, other international
securities or derivatives exchanges on a shared and equal basis.
13. MANAGEMENT COMPENSATION

13.1 Compensation policy and practices regarding the board of directors, the board of executive officers and
other senior management members, the members of the standing advisory committees to the Board and
other advisory committees, including the Audit Committee, Risk Committee, Finance Committee and
Compensation Committee. The discussion below refers to compensation objectives and composition.
a.
Objectives of the compensation policy or practices
The aim of the compensation policy is to foster alignment between corporate objectives and managements as well as the staffs
productivity and efficiency, whereas maintaining the Companys competitiveness in the exchange industry.
90
b.
Compensation composition
(i)
compensation components and their objectives
Board of directors. The members of the Board of Directors are paid fixed monthly compensation. The board chair is paid an
additional semiannual fixed amount equivalent to twice the compensation for a six-month period and may use of a company
car. The purpose of a fixed compensation is to adequately compensate the directors for their governance role and for
participating in board meetings and the company affairs, while the additional fee paid to the board chair compensates him or
her for the additional responsibilities pertaining to the function. Moreover, the shareholders in attendance of the combined
annual and extraordinary shareholders meeting of April 15, 2013, approved a proposal amending our stock options plan for
adoption of a specific mechanism by which stock options can be awarded to our directors by way of long-term incentive.
Board of executive officers and other senior management members. Total compensation for executive officers and
other senior management members comprises the following components:
Base yearly compensation comprising thirteen monthly payments which remunerate executives directly for the
services provided, in line with market practices;
Benefits including health and dental care plans, life insurance, meal tickets, retirement pension, company car,
parking, medical check-ups, and company cell phone, all of which aims to provide an attractive package minimally
compatible with industry standards for senior executives;
Variable semiannual payments distributed under the companys profit-sharing program (PLR), in accordance with
Law 10,101 dated December 19, 2000. The companys profit-sharing program (PLR) is based on a salary ratio
formula tied to company earnings as well as individual job level and performance, aligning senior executives with the
companys short- and mid-term results of operations;
As approved at an extraordinary general meeting of May 8, 2008, and amended at extraordinary meetings held on
April 18, 2011 and April 15, 2013, long-term incentive structured as a stock option plan tied to company earnings, as
well as individual job level and performance, so as to align the interests of senior executives with those of our
company (and shareholders) on a long-term horizon and foster retention of key personnel.
Committees. The members of any board advisory committee earn fixed monthly compensation. Directors holding a seat on
any these committees are paid an additional fixed monthly compensation. No director may serve on more than three
committees. The standing board advisory committees currently established are the Audit Committee, the Nominations and
Corporate Governance Committee, the Compensation Committee and the Risk Committee. In addition, from March 2013 we
established the Investment Intermediation Industry Committee, whose members are not entitled to compensation. The
executive advisory committees, which report to the chief executive officer, include the Agribusiness Committee, the Market
Committee, the Market Risk Committee, the Athletic Club Committee and the Regulatory Committee, but we pay fixed monthly
compensation just to members of the latter. Moreover, no officer, whether or not a member of the executive management
board, and no staff member that serves on any of the executive advisory committees are entitled to additional compensation for
participating in committee meetings.
Fiscal council. Our fiscal council is a non permanent body, which is not active at this time. If and when it is established, the
compensation policy for fiscal council members (assuming the council is active in any given year) will be established according
applicable legislation. We take the view that the functions of a fiscal council are adequately fulfilled by the Audit Committee,
which has been established with responsibilities (prescribed under article 47 of the bylaws) that overlap with those of legally
assigned to a fiscal council under Brazilian Corporate Law. Our Audit Committee is a standing advisory committee which reports
directly to the Board of Directors. It is composed of six independent members elected for two-year terms, four of whom are
external members plus two independent directors, the independent director who does not exercise the coordinator fuction will
fulfill mandate for only one year. The audit committee members are required to meet the qualification requirements set forth
under CVM Ruling 308/99, as amended.
(ii) Each component as a percentage of total compensation

The table below sets forth the average percentage of each compensation component under the 2013 compensation policy.
2013
Board of Directors
Executive Officers and
Senior Management
Committees
Salary, fees
Participation in
committees
Benefits
Short-term variable
compensation (profit
sharing plan)
Long-term variable
compensation (stock
option plan)
Total
91.02%
8.98%
0.0%
0.0%
0.0%
100%
23.18%
0.0%
3.40%
23.17%
50.25%
100%
100%
0.0%
0.0%
0.0%
0.0%
100%
Percentages may vary from one year to year, especially in the case of variable compensation components.
(iii) methodology for calculating and reviewing each compensation component

The compensation of the members of the board of directors and the board of executive officers is reviewed every year by
the Compensation Committee (per article 49, paragraph 1, item (a), of the bylaws), which makes recommendations for the
board concerning the compensation proposal to be put forward to the annual shareholders meeting in line with the
requirements of Brazilian Corporate Law. Similarly, the compensation committee reviews the compensation we pay board
advisory committee members on a yearly basis and makes recommendations to the board of directors. With regard to the
executive officers, their fixed monthly compensation or salary is adjusted pursuant to a collective bargaining agreement we
negotiate yearly with the labor union that represents our employees. In addition, merit raises may also be granted in line
with the compensation policy. Moreover, the compensation committee is responsible for proposing standards and guidelines
91
for the board of directors to decide on the policies concerning short-term variable compensation (profit-sharing plan) and
long-term variable compensation (stock options programs established under the approved stock options plan) and making
recommendations to our board of directors, which has the final say on the matter.
Our company periodically conducts salary surveys in order to maintain the competitiveness of its fixed and (short, mid- and
long-term) variable compensation strategy and ensure alignment with the industry best practices. These surveys sample
companies of similar size as ours which operate in the financial services industry. The survey findings are adjusted by job
matching to enable a comparison of functions and job level within the company with those of peers across the industry. The
adjusted findings are then reviewed by the compensation committee and recommendations forwarded to the board of
directors.
Benefits are adjusted as deemed necessary to maintain competitiveness on the basis of regular reviews and surveys of market
practices.
(iv) rationale for the compensation composition

The primary purpose of our compensation strategy is to make certain we offer short-, mid- and long-term compensation
components that ensure alignment with the corporate objectives, maintain competitiveness in the marketplace, attract and
retain executives, and remunerate our executives according to the responsibilities of their job descriptions and in line with their
individual performance. To this end the compensation strategy seeks to position the executives pay at the median salary for
the industry, with additional short-, mid- and long-term variable compensation tied to the companys collective performance and
their individual performance.
c.
Key performance indicators taken into account to determine each compensation component
With regard to short- to mid-term variable compensation, i.e. profit sharing payments, and mid- to long-term variable
compensation, i.e. stock options, the key performance indicators we take into account to determine compensation are
(i) individual performance assessments based on factors proper to each job description and position level, and (ii) the
companys collective key performance indicator (KPI). These indicators are taken into account for a determination as to total
profit sharing payment as well as stock option eligibility and grants.
In 2011, pursuant to the compensation committees recommendations after assessing actual versus target Adjusted Net
Income and operating expense of the Company, our board of directors approved short- to mid-term variable compensation in
the equivalent of 3.2% of adjusted net income for the year. We made this profit sharing payment to the executive officers and
other executives over the course of 2011, and recognized it fully in the statement of income.
Starting from 2012, we establish the total amount of short- to mid-term variable compensation for executives as a ratio
(3.5%) of adjusted net income, provided we meet the opex budget. Thus, if the actual operating expenses go over
budget, a reduction factor applies so that every percentage point by which actual opex exceeds the budget target brings
the pool down by 5%. Moreover, the portion of the total yearly profit sharing payment which is attributable to the
executive officers is apportioned so each individual allocation (calculated as a multiple of base pay, i.e., a salary ratio
formula) is then adjusted to take individual performance into account (the reward).
As the 2012 and 2013 opex budgets were met, the total short- to mid-term variable compensation was calculated at 3.5% of
the adjusted net income for each of these two years.
With regard to long-term incentives (stock options plan), in addition to the criteria determining option grants, as first
discussed in this item, a grantee will only truly benefit from a stock option if the market price of our shares rises over time,
such that after the transfer restrictions are lifted or expire, the grantee can sell the stocks for more than the exercise pr ice
they paid. Thus, the potential gain for stock option grantees lies in the appreciation of the market price of our shares.
On the other hand, no performance indicators are taken into account for purposes of determining fixed compensation or
benefits. In fact, these executive compensation components are tied to the level of responsibility involved in each persons job.
Additionally, in establishing fixed compensation, we take into account each persons qualifications to perform the job.
d.
How the compensation is structured to reflect evolution of key performance indicators (KPIs)
In accordance with our policy for short-, mid- and long-term variable compensation, the profit-sharing pool and stock options
grants are affected by the extent to which the company achieves performance targets set in terms of adjusted net income and
operating expenses. In other words, the size of the pool and the options grants are determined on the basis of actual
performance by the company compared to the collective performance targets for the period.
Furthermore, our policy provides for differing compensation levels designed to reward executive officers, other officers,
executives and employees for individual performance based on key performance indicators for the respective jobs, functions
and responsibilities.
e.
Aligning the compensation policy or practices with the companys short-, mid- and long-term interests
We offer compensation that is market competitive in order to retain and attract talent that helps us achieve our short-, midand long-term objectives. Given that longer cycles of sustained growth are naturally ingrained in our business model, which
aims to strengthen, develop and expand the markets we operate, retaining skilled professionals is critical for our growth, such
that our compensation strategy must include ways and means encouraging them to stay with us for a long time.
Our compensation strategy seeks to balance fixed compensation (in the form of a base salary) with the short - to mid-term
compensation (in the form of profit sharing payments) and mid- to long-term compensation (in the form of stock option
grants). With this we aim to give employees incentives for them to achieve, even eclipse, the half -year and annual targets
tied to our profit sharing program, and inducement for effective implementation of mid - and long-term actions that add
92
value to our company, and should therefore help to drive up the market price of our shares and better reward recipients of
stock option grants.
f.
Disclosure of compensation supported by subsidiaries, affiliates or controlling shareholders, if any
None of our subsidiaries or affiliates supports compensation we pay to directors, officers and employees. Additionally, given
our widespread ownership structure, we have no controlling shareholders.
g.
Disclosure of compensation or benefit tied to specific corporate actions, as a sale of controlling interest.
We do not tie the compensation we pay to directors, officers and employees to consummation of any particular corporate action
involving our company, including mergers, acquisitions, sale of controlling interest, or strategic partnership arrangements.
In addition, our stock option plan provides that in the event of our dissolution or liquidation, or a transformation of
corporate type, or of a merger, consolidation, spinoff or other corporate restruc turing transaction from which we do not
emerge as the surviving company, or even if we do, would entail a delisting of our shares or a going private process, then,
in the discretion of our board of directors, either the surviving company would succeed us a s option grantor or any
outstanding stock options would vest earlier than anticipated so the option grantees can exercise them for a given period,
after which the stock option plan will end and any unexercised options forfeit with no right to indemnity or consideration for
the grantee.
13.2 Compensation of directors, officers and fiscal council members (for the years ended December 31, 2013,
2012 and 2011 and projections and estimates for 2014).
No. of members
Annual fixed compensation (in R$)
Salary, fees
Direct & indirect benefits
Participation in committees
Other
Variable compensation (in R$)
Bonuses
Profit sharing
Participation in meetings
Commissions
Other (1)
Post-retirement benefits
Stepping-down benefits
Share-based payments
Amount of compensation
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
R$4,972,415.92
R$4,525,878.76
n/a
R$446,537.16
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$4,972,415.92
4.92
R$5,361,853.94
R$4,577,821.68
R$784,032.26
n/a
n/a
R$10,332,121.26
n/a
R$9,095,873.67
n/a
n/a
R$1,236,247.59
n/a
n/a
R$25,303,271.30
R$40,997,246.50
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
15.92
R$10,334,269.86
R$9,103,700.44
R$784,032.26
R$446,537.16
n/a
R$10,332,121.26
n/a
R$9,095,873.67
n/a
n/a
R$1,236,247.59
n/a
n/a
R$25,303,271.30
R$45,969,662.42

No. of members
Salary, fees
Other
Bonuses
Profit sharing
Commissions
Other (1)
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
R$4,221,989.61
R$3,751,531.67
n/a
R$470,457.94
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$4,221,989.61
5
R$4,923,976.91
R$4,308,556.10
R$615,420.81
n/a
n/a
R$8,827,692.36
n/a
R$8,827,692.36
n/a
n/a
n/a
n/a
n/a
R$14,670,242.30
R$28,421,911.57
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
16
R$9,145,966.52
R$8,060,087.77
R$615,420.81
R$470,457.94
n/a
R$8,827,692.36
n/a
R$8,827,692.36
n/a
n/a
n/a
n/a
n/a
R$14,670,242.30
R$32,643,901.18

No. of members
Salary, fees
Board of Directors
Executive Board
Fiscal Council (*)
Total
10.75
R$4,019,685.04
R$3,590,871.09
n/a
5.67
R$5,171,880.30
R$4,561,959.75
R$609,920.55
n/a
n/a
n/a
n/a
16.42
R$9,191,565.34
R$8,152,830.84
R$609,920.55
93
Other
Bonuses
Profit sharing
Commissions
Other (1)
Post-employment benefits
(1)
Board of Directors
Executive Board
Fiscal Council (*)
Total
R$428,813.95
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$4,019,685.04
n/a
n/a
R$9,302,085.66
n/a
R$8,702,085.66
n/a
n/a
R$600,000.00
n/a
n/a
R$15,390,000.00
R$29,863,965.96
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$428,813.95
n/a
R$9,302,085.66
n/a
R$8,702,085.66
n/a
n/a
R$600,000.00
n/a
n/a
R$15,390,000.00
R$33,883,651.00
Severance dues and additional sign-on bonuses.
Note: The number of members of each organ was calculated in accordance with the Circular Letter/CVM/SEP/ No 01/2014.
13.3 Variable compensation directors, officers and fiscal council members (for the years ended December 31,
2013, 2012 and 2011 and projections and estimates for 2014).
The variable compensation policy for executive officers is based on salary ratios, which may vary based on seniority of job
position and, where job positions are leveled, based on individual performance assessments.
The tables below present information on the variable compensation paid to executive officers. (i) as recognized in the income
statements for the years ended December 31, 2013, 2012 and 2011, based on number of members by management body to
whom variable compensation was paid in the relevant years, and (ii) as projected for the current year.
No. of members
Bonus (in R$)
Minimum projected in Comp. Plan
Maximum projected in Comp. Plan
Projected in Comp. Plan if targets met
Actually recognized in the income statement
Profit sharing (in R$)
Board of Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$9,569,329.99
R$11,578,889.28
R$10,526,262.98
R$9,095,873.67
n/a
n/a
n/a
n/a
R$9,569,329.99
R$11,578,889.28
R$10,526,262.98
R$9,095,873.67

No. of members
Bonus (in R$)
Board of Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$9,072,748.56
R$10,978,025.75
R$9,980,023.41
R$8,827,692.36
n/a
n/a
n/a
n/a
R$9,072,748.56
R$10,978,025.75
R$9,980,023.41
R$8,827,692.36

No. of members
Bonus (in R$)
Board of Directors
Executive Board
Fiscal Council
Total
n/a
5.67
5.67
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
94
n/a
n/a
n/a
n/a
Projected in Comp. Plan if targets were achieved
Board of Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
R$ 8,668,042.47
R$ 10,488,331.39
R$ 9,534,846.72
R$ 8,702,085.66
n/a
n/a
n/a
n/a
R$ 8,668,042.47
R$ 10,488,331.39
R$ 9,534,846.72
R$ 8,702,085.66
Current year projections. The table below sets forth information on projected variable compensation for 2014. Given that the
short- to mid-term variable compensation (profit sharing payments) for executive officers is tied to yearly performance targets
being realized, the projections below assumed a probable results scenario and may change to the extent our actual adjusted
net income and operating expenses (both determining the profit sharing pool) depart from the budget (including the opex
budget).
Pursuant to the method described under 13.1(c) above, the total 2014 allocation to short- to mid-term compensation for
executive officers and other employees (i.e., the profit sharing pool) is to be calculated at a rate of about 3.5% of our adjusted
net income for the year, provided we meet the opex budget.
Part of this total would then be allocated to the executive officers, with each individual allocation being calculated as a multiple
of base pay (salary ratio formula) adjusted to reward individual performance. However, if actual operating expenses are in
excess of the budget, a 5% reduction factor would apply so that every percentage point by which actual opex exceeds the
budget target would bring the pool down by 5%.
With regard to projections for minimum and maximum allocations, you should bear in mind that, consistent with the allocation
method previously discussed, the true size of the profit sharing pool is directly affected by our actual adjusted net income and
the extent to which we adhere to the opex budget, so that ultimately (i) if we are not profitable, there may be no profit sharing
allocation altogether; and (ii) if we are profitable, there will be no caps limiting the allocation, as long as the calculation
guidelines previously discussed are observed. The minimum and maximum allocation amounts set forth in the following table
were projected assuming adjusted net income 10% above or below the collective performance target, respectively.
Current financial year 2014 Budget
No. of members
Bonus (in R$)
Board of Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$10,137,582.05
R$12,390,378.06
R$11,263,980.06
n/a
n/a
n/a
n/a
R$10,137,582.05
R$12,390,378.06
R$11,263,980.06
n/a
n/a
13.4 Share-based compensation plan for directors and executive officers (prior and current years).
a.
General terms and conditions
We have a stock options plan approved at an extraordinary shareholders meeting held on May 8, 2008, and amended at
extraordinary meetings held on April 18, 2011 and April 15, 2013 (as discussed under subsection 13.1(b).(i) above). Under the
Plan, the directors, executive officers and other executives, including the executive officers and executives of our subsidiaries
and, in certain special cases, employees and service providers designated by our chief executive officer (beneficiaries), are
eligible for awards of option grants conveying rights to buy common shares issued by our company.
Under the existing stock option plan, our board of directors (or compensation committee, as applicable) establish from time to
time stock option programs which define (i) the eligible beneficiaries; (ii) the total number of shares for which the options are
exercisable; (iii) where an option breaks down into lots, the number of shares underlying each option lot; (iv) the exercise
price; (v) the vesting schedule; (vi) any transfer restrictions applicable to the shares for which an option is exercised; and (vii)
provisions on penalties, if any.
The stock option plan also calls for our board of directors to decide on additional options granting special rights to eligible key
executives. Under the plan, as a pre-requisite for an additional option grant and, eventually, the exercise thereof, a beneficiary
is required to (1) buy shares issued by us (Own Shares) by disbursing own funds, and keep them for a holding period at least
equal to the vesting period under the additional option grant, failing which the additional option will be lost; and (2) adhere to
certain transfer restrictions (lock-up) applicable to Own shares and effective for the holding period.
Our board of directors may delegate authority for our compensation committee to make certain decisions and recommendations
concerning the stock options plan. Currently, in line with certain bylaws provisions allocating responsibilities to the
Compensation Committee, the committee members assist and advise our directors in defining terms and conditions related to
option grants.
In addition, consistent with our stock options plan, and acting in its discretion, our board (as advised by the compensation
committee) may establish stock option programs and (upon hearing the recommendations of our chief executive officer) define
the terms and ratios under which additional options (contemplated under each particular program) may be awarded to eligible
95
key employees to reward outstanding performance, as assessed based on collective and individual performance targets.
Where launching an option program, our board is responsible for establishing terms and conditions applicable to stock option
grant agreements beneficiaries will be required to execute with us within the scope of that particular program. These
agreements typically include provisions at least covering the following:
a)
b)
c)
d)
e)
The number of shares for which an option is exercisable by a beneficiary grantee, and the exercise price per share, as
calculated pursuant to the method adopted in the relevant program;
The ratio by which the base number of option grants may be increased and the criteria as well as performance period
determining the increment;
The vesting period, the vesting schedule (whether or not a staggered schedule) and the exercise date or staggered
exercise dates, and the option expiration date;
Transfer restrictions applicable to shares for which an option is exercised, including as related to Own Shares held by
beneficiaries of additional stock option grants, and penalties for failures to adhere to such restrictions;
Other terms and conditions of contract, as long as not conflicting with the stock option plan and relevant program.
Shares for which an option is exercised enjoy rights established under the stock option plan, and the relevant program and
stock option grant agreement, and are assured rights to payouts after delivered to a beneficiary.
Consistent with the stock option plan and related stock option programs and grant agreements, the following additional terms
and conditions apply:
a) The delivery of shares for which an option is exercised shall in any event be contingent on all applicable legal and
regulatory requirements having been met in every respect;
b) The provisions of the stock option plan and related programs and grant agreements are not to be construed as
assurance of continuing services or employment relationship between a beneficiary and our company, and no such
provision affects in any way our right to remove any beneficiary from office or position or to terminate the relevant
service or employment contract at any time;
c) neither a stock option grant, nor the shares for which an option is exercised have any bearing whatsoever either on the
fixed compensation we pay to beneficiaries or on profit sharing payments we may or may not make to a beneficiary;
d) beneficiaries enjoy none of the rights or privileges of shareholders in the company except those to which the Option
Plan refers with regard to the options covered by the relevant Agreement;
e) A beneficiary shall only be entitled to the rights and prerogatives inherent in the capacity of shareholder after the
shares for which an option is exercised are registered and delivered to such beneficiary.
Furthermore, the existing stock options plan establishes a mechanism specifically applicable to stock option grants to
members of our board of directors, as follows: (i) the directors are eligible to stock option awards starting from the date
there are elected or such other date as the shareholders may determine at the time; (ii) at the annual meetings the
shareholders are to decide on the number of stock option grants for that particular year up to an aggregate of 330,000 stock
options (the Collective Lot) and the collective lot for the year will be apportioned equally amongst the directors (linear
apportioning); (iii) the collective lot is to be awarded to the directors on the same occasion as the regular stock options are
awarded to other beneficiaries; (iv) the stock options thus awarded to beneficiary directors are to vest within two (2) years
after the their terms end; (v) the stock options will be exercisable over a five (5) years period after the vesting date; (vi)
where a director is removed from office due to breach of responsibilities or fiduciary duty (per applicable civil and corporate
law), or for any of the reasons which otherwise would justify termination for cause under the labor laws, any
outstanding stock options (vested and unvested) forfeit with no right to indemnity or consideration; and (vii) if a director
resigns his or her office, any outstanding stock options (vested and unvested) will be exercisable, except for options
granted over the course of the year in which the resignation takes place.
We have now completed ten rounds of stock option distributions implemented under our stock options plan, including one
round in 2013 allocating stock options to our directors, whereas the other nine consist of grants implemented by our board
under the BVMF 2008 Stock Option Program, the BVMF 2009 Stock Option Program, the BVMF 2010 Stock Option Program, the
BVMF 2011 Stock Option Program plus the BVMF 2011 Additional Options Program, the BVMF 2012 Stock Option Program plus
the BVMF 2012 Additional Options Program, in addition to the BVMF 2013 Stock Option Program plus the BVMF 2013 Additional
Options Program. The terms and conditions of these programs are discussed elsewhere herein.
Furthermore, with regard to our stock options plan, and the programs implemented thereunder, we should stress that, pursuant
to a decision of our board of directors dated February 23, 2010, long-term compensation in the form of stock options
attributable to executives in any particular year materializes in the form of stock option grants at the start of the next year.
Thus, for example, while stock options to reward 2010 performance were granted in January 2011, with effects on our results
for 2011; stock options to reward 2011 performance were granted in January 2012, with effects on our results for 2012, and
stock options to reward 2012 performance were granted in January 2013, with effects on our results for 2013; and stock
options to reward 2013 performance have been granted in January 2014, with effects on our results for 2014.
b. Key objectives of the stock options plan
Our stock option plan was established pursuant to article 168, paragraph 3, of Brazilian Corporate Law, as an incentive aimed
primarily to give eligible officers, employees and providers of ours and our subsidiaries an opportunity to become our
shareholders. By exposing optionees to market risks associated with fluctuations in the market price of our shares, this incentive
is expected to align the interests of executives, employees and providers with the interests of our interests and the interests of
shareholders, in addition to serving as a talent retention tool.
c.
How the plan helps achieve these objectives
96
The objective of fostering closer alignment with our interests and the interests of shareholders is achieved by means of offering
selected executives, employees and providers an opportunity to become our shareholders, and thus share in the inherent
investment profit opportunity on a mid- to long-term time horizon, committing themselves to our long-term objectives, and
working harder to create value for the market price of our shares to rise on a consistent basis.
Moreover, by structuring stock options as a longer term investment with prospects for future gains, which materialize only if the
option beneficiaries stay with us for a longer time span, we expect to retain a key talent pool and keep these executives,
employees and providers motivated to pursue our success over the long run.
In the particular case of our Additional Options Program, beneficiaries also undertake to buy and hold company shares (Own
Shares) as a condition for both a grant and, eventually, the option exercise. This leads to deeper alignment of their interests
with ours, because as shareholders they are partners invested in, and highly committed to our longer term results. Additionally,
given that this Program has been designed for a key group within the organization, and requires a deeper level of commitment
to our future through longer vesting periods, it should operate as a stronger tool for retention of professionals we consider to
be critical for short-, mid- and long-term value creation.
d.
How the plan fits into the companys compensation policy
Our stock option plan is a key component of our policy on long-term incentives attributable to executive officers and other
executives, employees and service providers. Accordingly, it is part of our compensation policy goal of tying individual
performance to our corporate objectives, serving as an additional incentive to implement mid- and long-term actions that add
value to the company. This incentive consists of an opportunity for future gains from the appreciation of the market price of our
shares. Furthermore, as the prospects for future gains are tied to commitment towards our company over the long run, the
stock options grants operate as a means for us to attract and retain talent.
e.
Aligning the interests of executive officers with those of the company in the short-, mid- and long-term
Our stock option plan ties in performance to differing levels of compensation, so compensation becomes an incentive towards
the achievement of certain targets and a driver towards the pursuit of mid- to long-term actions that add value to the company,
affect growth and spurs appreciation of the market price of our shares. Thus, our executives are encouraged to pursue
sustainable results that add value to the company over time. The stock option plan aligns the interests of eligible beneficiaries
with the companys interests insofar as it enables them to become shareholders, spurring efficient management of company
affairs, while also attracting and retaining highly qualified professionals, fueling growth and spurring value creation for the
company. Mechanisms to nurture interest alignment over time include, for example, the options vesting period and vesting
schedule, as they determine the pace at which options are exercised. Where the options break down into lots, staggered
vesting fosters talent retention, enabling beneficiary optionees to increase their holdings in our shares gradually whereas
continuing to invest in our future growth and profitability as they continue to work for us.
Moreover, in order to deepen the alignment of interests between eligible executives and our company, we have put in place a
new program, the Additional Options Program, which gives key employees the right to exchange options for shares at preset
exercise prices and, as a prerequisite for the grant, and, eventually, the option exercise, requires beneficiaries to buy shares
issued by us (Own Shares) by disbursing own funds, and keep them for a holding period at least equal to the vesting period
under the additional option grant. This leads to deeper alignment of their interests with ours, because as shareholders they are
partners invested in, and highly committed to our longer term results. Additionally, given that this Program has been designed
for a key group within the organization, and requires a deeper level of commitment to our future through longer vesting
periods, it operates as a stronger tool for retention of professionals we consider to be critical for short-, mid- and long-term
value creation.
f.
Maximum number of shares in a program
Under the stock options plan, option grants encompass a limited number of shares set as the equivalent of 2.5% of the shares of
common stock issued and outstanding as of the date of each grant. Based on the number of shares issued and outstanding as of
December 31, 2013, the total number of shares underlying previously awarded option grants encompasses 49.5 million shares.
g. Maximum number of option grants
Under the plan, option grants are exercisable for a limited number of shares set as an aggregate equivalent to 2.5% of the
shares of common stock issued and outstanding as of the date of each grant. Based on the number of shares issued and
outstanding as of December 31, 2013, the total number of shares underlying previously awarded option grants encompasses
49.5 million shares.
h.
Conditions for stock purchase
As discussed in subsection 13.4(a) above, under the existing stock option plan, our board of directors, as advised by our
compensation committee, establish from time to time stock option programs which, among other things, are required to define
(i) the eligible beneficiaries; (ii) the total number of shares for which the options are exercisable; (iii) where an option breaks
down into lots, the number of shares underlying each option lot; (iv) the exercise price; (v) the vesting schedule; (vi) any
transfer restrictions applicable to the shares for which an option is exercised; and (vii) provisions on penalties, if any.
The stock option plan also calls for our board of directors to decide on additional options granting special rights to key
executives (per subsection 13.4(a) above). Under the plan, as a pre-requisite for an additional option grant and, eventually, the
exercise thereof, a beneficiary is required to (1) buy shares issued by us (Own Shares); and (2) adhere to certain transfer
restrictions (lock-up) for a certain holding period. In addition, consistent with our stock options plan, our board (in its discretion,
as advised by the compensation committee) may establish stock option programs and (upon hearing the recommendations of
our chief executive officer) define the terms and ratios under which additional options (contemplated under each particular
program) may be awarded to eligible key employees to reward outstanding performance, as assessed based on collective and
97
individual performance targets. For more information on the terms and conditions under which stock options are exercisable for
shares, and the relevant stock option programs, see subsections 13.4(a) above, and 13.4(i) and (j) below.
As previously discussed, the shareholders in attendance of the combined annual and extraordinary meeting held on April 15,
2013, amended the existing stock options plan for adoption of a mechanism that applies specifically to stock option awarded to
our directors, thus establishing the basis for a transparent granting process. Under the amendment: (i) the directors are eligible
for stock option grants starting from the date they are elected or such other date as the shareholders may determine at the
time; (ii) at the annual meetings the shareholders are to decide on the number of stock option grants for that particular year,
up to an aggregate of 330,000 stock options (the Collective Lot) and the collective lot for the year will be apportioned equally
amongst the directors (linear apportioning); (iii) the collective lot is to be awarded to the directors on the same occasion as the
regular stock options are awarded to other beneficiaries; (iv) the stock options thus awarded to beneficiary directors are to vest
within two (2) years after the end of their terms end; (v) the stock options will be exercisable over a five (5) years period after
the vesting date; (vi) if a director is removed from office due to breach of responsibilities or fiduciary duty (per applicable civil
and corporate law), or for any of the reasons which otherwise would justify termination for cause under the labor laws, any
outstanding stock options (vested and unvested) forfeit with no right to indemnity or consideration; and (vii) if a director
resigns his or her office, any outstanding stock options previously granted will still be exercisable (upon vesting, if not vested),
with the exception of options granted over the course of the year in which the resignation takes place.
i.
Criteria determining exercise price
Under the stock option plan, the general pricing rule requires the exercise price is to be set as the average market price for our
shares in the 20 trading sessions prior to the grant date. However, on establishing a program and setting the exercise price, the
board of directors may approve up to a 20% discount on this average. But a discount is not mandatory and, where authorized,
the actual discount rate is entirely in the discretion of our board. No discounts have been authorized under stock option
programs previously established, except that in determining the exercise price for options awarded under our stock option
programs for 2012 and 2013, a 20% discount was computed on the average closing price for the shares over the twenty
previous trading sessions.
In the particular case of the Additional Options Program, the discount on the average market price that determined the exercise
price may be granted at a higher rate than 20%, in the discretion of our board of directors, as advised by the compensation
committee, provided the following conditions apply in any event: (i) a pre-requisite purchase of shares issued by us, for which
the beneficiary is required to disburse own funds, observing the number of shares (set as a percentage) and other terms and
conditions defined in the program (Own Shares); and (ii) a beneficiarys requisite adherence to a holding period at least equal
to the vesting period under the relevant additional option grant, during which transfer restrictions apply as provided in the
program (lock-up). In the case of each of the BVMF 2011 Additional Options Program, BVMF 2012 Additional Options Program
and the BVMF 2013 Additional Options Program, on setting the exercise price, our board authorized a 50% discount rate on the
base price (average market price extrapolated from the closing price in the 20 previous trading sessions).
Pursuant to plan, as amended to contemplated grants for directors, , the exercise price is to be determined pursuant to the
stock option plan rules, meaning the average market price for BM&FBOVESPA shares in the 20 trading sessions prior to the
grant date. The grant dates are to be the same as our regular stock option programs may determine.
j.
Criteria determining vesting periods
Under our stock option plan, the vesting schedule under each program may be such that the options vest at once or on a
staggered schedule, in the discretion of our board of directors (as advised by our compensation committee). In any event, on
setting the vesting schedule these bodies must take into account the objectives of our stock option plan so as to ensure the
schedule aligns with the companys mid- and long-term interests and our talent retention strategy.
Pursuant to the vesting schedules adopted under our existing stock option programs (except the additional options program),
each option grant breaks down into lots exercisable for of the underlying shares according to the following staggered
scheduled:
BVMF 2013 Stock Option Program:
(i)
January 2, 2015 ();
(ii)
January 2, 2016 ();
(iii)
January 2, 2017 ();
(iv)
January 2, 2018 ().

(i)
(ii)
(iii)
(iv)
January
January
January
January
2,
2,
2,
2,
2014
2015
2016
2017
();
();
();
().

(i)
(ii)
(iii)
(iv)
January
January
January
January
2,
2,
2,
2,
2013
2014
2015
2016
();
();
();
().
98

(i)
(ii)
(iii)
(iv)
January
January
January
January
3,
3,
3,
3,
2011
2012
2013
2014
();
();
();
().

(i)
(ii)
(iii)
(iv)
December
December
December
December
30,
30,
30,
30,
2009
2010
2011
2012
();
();
();
().

(i)
(ii)
(iii)
(iv)
June
June
June
June
30,
30,
30,
30,
2009
2010
2011
2012
();
();
();
().
Under the terms and conditions established for these programs, the exercise period under each option grant spans a time
period that commences promptly after the vesting date for each lot and expires as of a date seven years after the vesting date
for the very first lot.
Moreover, as our additional options programs are aimed at giving us a stronger talent retention tool, vesting periods span a
while longer, the options are likewise staggered (each lot being exercisable for 50% of the underlying shares), and the exercise
periods for each lot may be extended, provided the options expire as of a date seven years after the grant date.
The vesting schedule under the BVMF 2013 Additional Options Program is:
(i)
January 2, 2017 ();
(ii)
January 2, 2019 ().
(i)
January 2, 2016 ();
(ii)
January 2, 2018 ().
(i)
January 2, 2015 ();
(ii)
January 2, 2017 ().
Additionally, under the additional options program, as a pre-requisite for an option grant and, eventually, the exercise thereof, a
beneficiary is required to (1) buy shares issued by us (Own Shares); and (2) adhere to certain transfer restrictions (lock-up) for
a prescribed holding period.
Furthermore, pursuant to the terms based on which a mechanism was established for stock options to be granted to board
members, the stock options are awarded as a collective lot (up to an aggregate of 330,000 stock options) allocated on a linear
apportioning basis, with the options vesting within two (2) years from the end of their tenure, with an exercise period
comprising five (5) years after the vesting date.
Additionally, after the vesting date, and provided applicable grant requirements are met, the option (or lot thereof) will be
exercisable (for a predefined number of shares) at any time over the exercise period, failing which the option forfeits with no
right to indemnity or consideration.
k.
Settlement
Beneficiaries that wish to exercise vested options are required to give us written notice of exercise by filling out an Exercise
Notice Form. This notice must state the number of shares for which the option is exercised. Exercise notices are valid only if
given within the relevant exercise period, pursuant to deadlines we establish to allow for time to plan, make shares available
and arrange for share delivery. Upon receiving an exercise notice we are required to respond by returning notice of the exercise
price and making arrangements for the transaction consummation. Beneficiaries are required to pay the exercise price in the
manner and conditions defined by our board of directors or compensation committee, as applicable.
The arrangements include the execution of transaction completion documents, which must give due regard to applicable legal
and regulatory rules our bylaws, and include undertakings related to trading and transfer restrictions applicable to the shares
under the law and applicable regulations. Except for applicable transfer restrictions, the shares thus acquired by beneficiaries
enjoy the same rights as any other common shares issued by us.
Moreover, we may order temporary suspensions of beneficiaries rights to exercise options, where necessary under the law or
regulations to prevent or halt trading in our shares by a beneficiary. Beneficiaries are typically required to make lump-sum
payments of the exercise price. Additionally, the delivery of shares for which an option is exercised will in any event be
contingent on all applicable legal and regulatory requirements having been met in every respect.
99
l.
Share transfer restrictions
The stock option plan also calls for our board of directors (or the compensation committee, as applicable) to establish a lock-up
period during which beneficiaries may not sell, transfer or otherwise dispose of shares acquired under our stock option plan, as
well as any bonus shares attributable to such shares, or shares resulting from stock splits thereof, or shares acquired through
exercise of subscription rights or any manner other than through disbursement of the beneficiarys own funds, and any
securities convertible into, or exercisable or exchangeable for shares, which are in any way attributable to shares exercised for
stock options granted within the scope of our stock option. Additionally, no such lock-up period may extend for over two years
after the original option grant date.
Nevertheless, a beneficiary may at any time sell any number of shares in his or her holding, as may be necessary for the
proceeds of such sale to be used for payment of all or some of the exercise price, including for a down payment if the program
establishes a time payment plan.
Where time payment is permitted under any given stock option program, and except upon prior consent of our board or under
an approved proposal of the compensation committee of directors, a transfer restriction will apply preventing any sale of shares
for which an option is exercised until such time as the exercise price is fully paid. Additionally, where an exception applies, the
proceeds of such sale must be used primarily for payment of any outstanding balance of the exercise price.
In the particular case of our additional options program, a lock-up period may apply (as established in the discretion of our
board of directors or the compensation committee, as applicable), such that beneficiaries will only be permitted to sell, transfer
or otherwise dispose of their Own Shares, as well as any bonus shares attributable to such shares, or shares resulting from
stock splits thereof, or shares acquired through exercise of subscription rights or any manner other than through disbursement
of the beneficiarys own funds, and any securities convertible into, or exercisable or exchangeable for shares, which are in any
way attributable to their Own Shares, after the expiration of the lock-up period. Where established, the lock-up period must
coincide with, and be proportional to the additional options vesting periods, such that Own Shares can be sold as the options
exercised for additional shares.
Moreover, unless our board of directors (or the compensation committee, as applicable) decides otherwise, a sale or other
disposition of Own Shares by a beneficiary prior to the date the relevant additional option or lot thereof vests, any outstanding
unvested or unexercised options forfeit, with no right to indemnity or consideration.
In addition, beneficiaries are required to undertake to refrain from establishing liens or otherwise encumbering Own Shares
under lock-up restriction, as well as any shares resulting from the exercise of additional options, for as long as the exercise
price or any portion thereof remains unpaid, as any such lien or encumbrance could prevent us from seizing these shares in
case the beneficiary should default on paying the exercise price.
m.
Events (and criteria) triggering a suspension, modification or termination of the plan
The stock options plan may be discontinued at any time on decision of our board, in which case any existing lock-up or trading
restrictions would continue in place, with no changes to rights and obligations underlying existing option grants.
In addition, our stock options plan provides that in the event of our dissolution or liquidation, or transformation of corporate
type, or a business combination transaction such as a merger, consolidation or spinoff or similar other transaction from
which we do not emerge as the surviving company, or if we do, we emerge as a delisted issuer, and in the event of our
going private, then, in the discretion of our board of directors, either the surviving company would succeed us as option
grantor or any outstanding stock options would vest earlier than anticipated so the optionees can exercise them for a given
period, after which the stock options plan would end and any unexercised options forfeit with no right to indemnity or
consideration for the option holder. This being the case, the option holders would be given sufficient notice of the event for
them to decide on whether they wish to exercise their options and, if so, they would then be required to observe a deadline
assigned by our board of directors (as advised by the compensation committee).
n.
Effects of termination on rights attributable to departing executive officers under the share-based
compensation plan
Where an option holder officer is removed from office for breach of duty, and where an option holder employee or service
provider is terminated for cause (as defined under Brazilian labor and civil law, respectively) any unvested or unexercised
options forfeit, with no right to indemnity or consideration for the holder.
Unless otherwise determined by our board, acting on recommendation of the compensation committee, or by our chief
executive officer, acting on board-delegated authority, where an option holder resigns his/her office or is replaced (if an
officer), or resigns his/her job or is terminated without cause (if an employee) or terminates his/her service contract or is
terminated with or without cause (if a provider), then (i) any vested options will be exercisable within ninety days after the
event, having regard for the exercise deadline established in the relevant stock option program and agreement; whereas (ii)
any unvested options will forfeit with no right to indemnity or consideration.
In addition, if an option holder were to die or become permanently disabled, unvested options would vest forthwith and the
options would be exercisable by either the holder or the heirs or successors, as the case may be, for a period of one after the
event, following which any unexercised options would forfeit, with no right to indemnity or consideration for the holder, or
his/her heirs or successors. In any such event, the options would be exercisable for all or some of the underlying shares, and
the exercise price be payable in one lump-sum. The option holder being deceased, the option rights would be apportioned
amongst heirs and successors according to the decedents last will and testament or the laws of intestate succession. The
shares for which an option is exercised by either a disable holder or the heirs and successors of a holder shall be free and clear
of liens and encumbrances, and of lock-up or trading restrictions, and may be sold at any time after delivered.
Retiring option holders are treated similarly, except however a retiring holder would be required to commit to a 120-day non100
compete covenant preventing him/her from providing services (whether or not as employee) to direct or indirect competitors in
the Brazilian capital markets or other markets where we may operate at the time.
Moreover, the provisions of the stock option plan and related programs and grant agreements are not to be construed as
assurance of continuing services or employment relationship between an option holder and our company, as no such provision
affects in any way our rights to remove any beneficiary from office or position, or to terminate the relevant service or
employment contract at any time.
Under the plan of stock options grants for directors, if a director is removed from office due to (i) breach of responsibilities or
fiduciary duty (per applicable civil and corporate law), or for any of the reasons which otherwise would justify termination for
cause under the labor laws, any outstanding stock options (vested and unvested) forfeit with no right to indemnity or
consideration; and (ii) if a director resigns his or her office, any outstanding stock options (vested and unvested) will be
exercisable, except for options granted over the course of the year in which the resignation takes place.
13.5 Number of shares (or units representing shares) and other convertible securities (issued by the Company
or its direct or indirect controlling shareholders, or subsidiaries or companies under common control,
which at year-end were held directly or indirectly, in Brazil or abroad, by directors, executive officers and
fiscal council members, as grouped by body of holders.
2013
Holders grouped by body
Shares of common stock
(%)
126,697
2,982,749
n/a
3,109,446
0.006%
0.151%
n/a
0.157%
Board of Directors
Executive Board
Fiscal Council
Total
13.6 Share-based compensation (of directors and executive officers) recognized in the income statement for
the years ended December 31, 2013, 2012 and 2011, and share-based payments forecast for the current
year.
The tables below set forth information on stock-based compensation paid to executive officers, (i) as recognized in the income
statements for the years ended December 31, 2013, December 31, 2012 and December 31, 2011, based on the number of
members (by body of holders) to whom compensation was actually allocated in the years concerned, and (ii) as projected for
the current year.
We should note that long-term incentive in the form of stock options attributable to executives in any particular year
materializes in the form of stock option grants at the start of the next year. Thus, stock options to reward 2013 performance
were granted in January 2014, with effects on our results for 2014, while options to reward 2012 performance were granted in
January 2013, with effects on our results for 2013, and options to reward 2011 performance were granted in January 2012,
with effects on our results for 2012.
Executive management board
Body of holders:
Number of members:
Stock Option Program:
I.
Grant date:
II.
Number of options granted:
III.
Vesting date per lot
5
2011 Stock
Options Prgm.
Jan. 3, 2011
2011 Stock
Options Prgm.
Jan. 2, 2012
2011 Additional
Options Prgm.
Jan. 2, 2012
2012 Stock
Options Prgm.
Jan. 2, 2013
2012 Additional
Options Prgm.
Jan. 2, 2013
3,420,000
3,250,000
1,337,170
3,300,000
1.001.185
Number of vesting options per lot
January 2014
285,000
406,250
January 2015
270,833
January 2016
203,125
January 2017
825,000
222,862
166,864
133,717
IV.
Expiration date
Jan. 3, 2018
Jan. 2, 2020
Jan. 2, 2019
V.
Lock-up period
n/a
n/a
n/a
VI.
Weighted average exercise price per option group set forth below (in R$):
Jan. 2, 2021
Jan. 2, 2020
n/a
- options outstanding at start of year
12.91
10.07
5.04
10.78
6.74
- options lost during over the year
12.91
10.07
5.04
10.78
6.74
- options exercised over the year
12.91
10.07
5.04
10.78
6.74
- options expired over the year
12.91
10.07
5.04
10.78
6.74
VII.
Fair price as of grant date
4.50
2.79
4.19
5.55
6.98
VIII.
Potential dilution for existing shareholders

if all options are exercised in full
0.17%
0.16%
0.07%
0.17%
0.07%
101
(1) The number of members takes into account the number of persons actually receiving share-based compensation (rather than average
membership by year), as recognized through profit and loss in the income statement for the relevant year.
Body of holders
Number of members
Stock Option Program
I.
Grant date
II.
Number of options granted
III.
5
2009 Stock Options
Program
Mar. 3, 2009
2010 Stock Options

Program
Jan. 3, 2011
2011 Stock Options

Program
Jan. 2, 2012
2011 Additional
Options Program
Jan. 2, 2012
2,490,000
3,420,000
3,250,000
1,337,170
December 2012
207,500
January 2013
427,500
812,500
January 2014
285,000
406,250
January 2015
270,833
January 2016
203,125
January 2017
222,862
133,717
IV.
Expiration date
Dec. 30, 2016
Jan. 3, 2018
Jan. 2, 2020
Jan. 2, 2019
V.
Lock-up period
n/a
n/a
n/a
n/a
VI.
6.6
12.91
10.07
5.04
6.6
12.91
10.07
5.04
6.6
12.91
10.07
5.04
6.6
12.91
10.07
5.04
2.93
4.50
2.79
4.19
0.12%
0.17%
0.16%
0.07%
VII.

Potential dilution for existing shareholders
VIII.
if all options are exercised in full
Body of holders
Number of members
I.
Grant date
II.
III.
5
2009 Stock Options Program
2010 Stock Options Program
Mar. 3, 2009
Jan. 3, 2011
2,490,000
3,420,000
December 2012
311,250
January 2013
207,500
January 2014
855,000
January 2015
855,000
January 2016
427,500
January 2017
285,000
IV.
Expiration date
Dec. 30, 2016
Jan. 3, 2018
V.
Lock-up period
n/a
n/a
VI.
6.6
12.91
6.6
12.91
6.6
12.91
6.6
12.91
2.93
4.50
0.12%
0.17%
VII.

Potential dilution for existing shareholders if all
VIII.
options are exercised in full
102
Current year - 2014 forecast
Body of holders
Board of
Directors
11
Number of members
I.
Grant date
II.
III.
2013 Boards
2011 Stock
2011 Addl
2012 Stock
2012 Addl
2013 Stock
2013 Addl
Stock Options
Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm.
Prgm.
Jan. 2, 2012
Jan. 2, 2012
Jan. 2, 2013 Jan. 2, 2013
Jan. 2, 2014
Jan. 2, 2014
Jan. 2, 2014
3,250,000
1,337,170
3,300,000
1,001,185
3,500,000
1,875,320
330.000
January 2015
270,833
January 2016
203,125
January 2017
April 2017
222,862
825,000
825,000
133,717
825,000
875,000
166,864
875,000
875,000
312,553
99,000
IV.
Expiration date
Jan. 2, 2020
Jan. 2, 2019
Jan. 2, 2021
Jan. 2, 2020
Jan. 2, 2022
Jan. 2, 2021
Apr. 30, 2022
V.
Lock-up period
n/a
n/a
n/a
n/a
n/a
n/a
n/a
VI.
- outstanding at start of year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- lost during over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- exercised over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- expired over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92

Potential dilution for existing
VIII. shareholders if all options are
exercised in full
2.79
4.19
5.55
6.98
3.43
4.33
2.98
0.16%
0.07%
0.17%
0.07%
0.18%
0.09%
0.016%
VII.
13.7 Outstanding stock options held by directors and executive officers at the year-end
The tables below set forth information on stock options outstanding at December 31, 2013, stated on the basis of the number
of members per governance or management body to whom variable compensation in the form of stock options was actually
paid.
Again, we should note that, pursuant to a decision of our board of directors, long-term incentives attributable to executives in
any particular year materialize in the form of stock option grants at the start of the next year. Thus, stock options to reward
2013 performance were granted in January 2014, with effects on our results for 2014.
Body of holders
Number of members
Unvested options
Number of unvested options
January 2014
January 2015
January 2016
January 2017
January 2018
Expiration date
Lock-up period
Weighted average exercise price (in R$):
Fair price at year-end
Vested options
Number of vested options
Expiration date
Lock-up period
2010 Stock
Options Prgm.
592,500
592,500
Board of executive officers

4
2011 Stock
2011 Addl
2012 Stock
Options Prgm.
Options Prgm.
Options Prgm.
2,100,000
1,228,140
3,000,000
700,000
750,000
700,000
614,072
750,000
700,000
750,000
614,068
750,000
2012 Addl
Options Prgm.
1,001,185
500,593
03/01/2018
n/a
12.91
4.50
02/01/2020
n/a
10.07
2.79
02/01/2019
n/a
5.04
4.19
02/01/2021
n/a
10.78
5.55
500,592
02/01/2020
n/a
6.74
6.98
1,777,500
03/01/2018
n/a
125,000
02/01/2020
n/a
n/a
n/a
02/01/2021
n/a
n/a
n/a
103
Weighted average exercise price (in R$):

Fair price as of December 31,2013
12.91
4.50
10.07
2.79
n/a
n/a
n/a
n/a
n/a
n/a
Aggregate fair price at year-end (all

options)
4.50
2.79
4.19
5.55
6.98
13.8 Exercised options and shares delivered to directors and executive officers as share-based compensation.
The tables below set forth information on options exercised by, and shares delivered to executive officers by way of long-term
incentive in the years ended December 31, 2013, 2012 and 2011 taking into account the number of governance and
management body members that actually exercised options and received shares.
Number of members
Options exercised
Number of shares
Weighted average exercise price
Total difference between exercise price and market price
of shares for which options were exercised
Shares delivered
Number of shares
Aggregate of difference between exercise price and
market price of shares for which options were exercised
Board of Directors
Total
n/a
n/a
n/a
1,607,500
R$8.85
1,607,500
R$8.85
n/a
R$2,668,875.00
R$2,668,875.00
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Board of Directors
Total
n/a
n/a
n/a
170,000
R$6.01
170,000
R$6.01
n/a
R$1,011,584.50
R$1,011,584.50
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Board of Directors
Total
n/a
5.67
5.67
n/a
n/a
497,500
R$6.40
497,500
R$6.40
n/a
R$2,934,395.00
R$2,934,395.00
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Number of members
Options exercised
Number of shares
Shares delivered
Number of shares
Number of members
Options exercised
Number of shares
Shares delivered
Number of shares
13.9 Summary information required to better understand data disclosed under subsections 13.6 to 13.8 above.
a.
pricing model
The stock options granted under our plan resemble European-style options in that early exercise is not allowed until the vesting
date, but may also be said to resemble American-style options in that thereafter, meaning after the options vest, they may be
exercised earlier than their expiration date. Options that bear these features are commonly known as Bermudan or Mid-Atlantic
options. Thus, they should by construction be priced within the price range provided by the prices of both European and
American options. As for dividend payments, two effects on the option pricing should be taken into account: (i) a fall in share
price at ex-dividend dates; and (ii) the influence of dividend payments on an early-exercise decision.
The main assumptions we use in pricing these options are as follows:
a) Option pricing takes into account the market parameters as of each grant date under the relevant Program;
b) The estimate of risk-free interest rates is based on rates provided by interest-rate futures contracts whose maturity
correlate with each option duration;
c)
The farthest, last exercise date (expiration) determines the option life.
Other classic assumptions associated with option pricing models also taken into consideration include the absence of arbitrage
104
opportunities and constant volatility over time.

Taking the above factors into account, in determining the fair price of these stock options, we use the binomial-tree model
developed by Hull. This pricing model produces results equivalent to those of the Black-Scholes model for simple European
options with the advantage of capturing the effects of early exercise and dividend payments associated with the options
concerned.
b. data and assumptions used by the pricing model, including weighted average share price, exercise price,
expected volatility, option life, expected dividends and risk-free interest rate
The main assumptions we use in pricing the stock options are the following:
The option pricing takes into account the market parameters as of each grant date under the relevant Program;
The estimate of risk-free interest rates is based on rates provided by interest-rate futures contracts whose maturity
correlate with each option duration;
Share prices are adjusted to account for the effects of dividend payments;
Expected volatility is determined as explained in (d) below;
The last exercise date (expiration) determines the option life.

Other classic assumptions associated with option pricing models also taken into account were the absence of arbitrage
opportunities and constant volatility over time. The table below summarizes the main data and assumptions:
2013 Stock Option Program
Data & Assumptions

Grant date
Share price (in R$)
Exercise price (in R$)
Expected volatility (year)
Option life (last exercise date)
Expected dividends (payouts)
Risk-free interest rate (p.a., 252 trading days)
Jan. 2, 2014
10.92
8.73
35.62%
Jan. 2, 2022
80.00%
10.57%
Data & Assumptions

Grant date
Share price (in R$)
Expected dividend (payouts)
2013 Additional Options Program
Data & Assumptions

Grant date
Share price (in R$)
2013 Boards Stock Options Program
Data & Assumptions

Grant date
Share price (in R$)
Data & Assumptions

Grant date
Share price (in R$)
Jan. 2, 2014
10.92
5.46
35.62%
Jan. 2, 2022
80.00%
10.57%
Jan. 2, 2014
10.92
10.92
35.62%
Apr. 30, 2022
80.00%
10.57%
Jan. 2, 2013
14.11
10.78
29.18%
Jan. 2, 2021
80.00%
9.21%
Jan. 2, 2013
14.11
6.74
29.18%
Jan. 2, 2020
80.00%
9.21%
Data & Assumptions
Jan. 2, 2012
9.80
10.07
29.99%
Grant date
Share price (in R$)
105
c.

Jan. 2, 2020
80.00%
11.07%
Data & Assumptions

Grant date
Share price (in R$)
Data & Assumptions

Grant date
Share price (in R$)
Data & Assumptions

Grant date
Share price (in R$)
Jan. 2, 2012
9.80
5.04
29.99%
Jan. 2, 2019
80.00%
11.05%
Jan. 3, 2011
13.40
12.91
25.00%
Jan. 3, 2018
80%
11.78%
Mar. 2, 2009
5.80
6.60
67.57%
Dec. 30, 2016
50%
13.47%
method and assumptions adopted in capturing the expected effects of early exercise
The stock options granted under our plan resemble European-style options in that early exercise is not allowed until the vesting
date, but may also be said to resemble American-style options in that thereafter, meaning after the options vest, they may be
exercised earlier than their expiration date. Options that bear these features are commonly known as Bermudan or Mid-Atlantic
options. Thus, they should by construction be priced within the price range provided by the prices of both European and
American options. As for dividend payments, two effects on the option pricing should be taken into account: (i) a fall in share
price at ex-dividend dates; and (ii) the influence of dividend payments on an early-exercise decision.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial-tree model
developed by Hull. This pricing model produces results equivalent to those of the Black-Scholes model for simple European
options with the advantage of capturing the effects of early exercise and dividend payments associated with the options
concerned.
d. method for determining expected volatility
In accounting for implied volatility to price stock options granted under our stock options plan, we use the exponentially
weighted moving average (EWMA), which we extrapolated from the historical price series for BVMF3 stocks. And, as is
internationally accepted, we determine EWMA based on a 40-day window (business days) and a 0.94 weighting factor.
e.
other option features taken into account in measuring fair value.
The discussion above covers the principal features and considerations related to the stock options granted under our plan.
13.10
Existing pension plans for directors and executive officers.

Board of Directors
Total
n/a
Number of members
Mercaprev
Pension scheme name

Number of executives eligible for retirement
n/a
Number of executives eligible for early retirement

Present value of contributions paid into pension plan at the
close of most recent full year, discounting direct contributions
from executives
Total cumulative value of contributions paid into pension plan
over most recent full year, discounting direct contributions
from executives
n/a
n/a
n/a
n/a
R$4,716,903.61
R$4,716,903.61
n/a
R$283,489.00
R$283,489.00
Conditions of early redemption (if any)
n/a
Yes.
Employee portion only
13.11
Average compensation paid to directors, executive officers and fiscal council members.
106
(1)
Board of Directors
Number of members
Highest individual compensation (in R$)
Lowest individual compensation (in R$)
Average individual compensation (in R$)
Observations
11
1,724,453.24
306,762.65
452,037.81
(1)
4,92
15,562,374.97
6,851,693.28
8,338,423.02
(2)
Fiscal Council (*)
n/a
n/a
n/a
n/a
(3)
(2) We should further note that one of our directors was not earning compensation in 2013, while some of the board members
were replaced at the annual meeting held in April 2013, so that information on lowest individual compensation paid to directors
in 2013 takes into account the just the six directors (out of a total of eleven) that were actively in office throughout the year,
from January to December. And highest compensation information considers the full set of compensation data, as recognized
in the statement of income for the year ended December 31, 2013. The average compensation paid to directors in 2013 totaled
R$497,241.59.
(3) For purposes of the information set forth in the table above, we should note that as one officer stepped down in May, his
replacement having been appointed in July, lowest compensation information considers just the number of executive officers
actively in office throughout the year. And highest compensation information considers the full set of compensation data, as
recognized in the statement of income for the year ended December 31, 2013. The highest compensation figure was paid to an
executive officer that was actively working from January to December 2013.
(4) Our fiscal council is not active at this time. However, we have an Audit Committee whose external members were paid
aggregate R$1,277,830.96 in 2013. Taking into account the compensation paid to the four external committee members that
received compensation over the full 12-month period, from January to December, the highest compensation recognized for
2013 totaled R$332,451.85; the lowest R$294,249.23. The average compensation was R$306,957.74.
Board of Directors
Executive Board
Fiscal Council (*)
No. of members
11
5
n/a
1,211,162.20
11,089,578.38
n/a
224,400.00
3,635,723.78
n/a
383,817.24
5,684,382.31
n/a
Observations
(4)
(5)
(6)
(1) We should further note that one of our directors was not earning compensation in 2012, such that information on
lowest-highest individual compensation paid to directors in 2012 takes into account the just ten of the eleven directors
that were actively in office throughout the year, from January to December. The reported figures include all
compensation we recognized in the income statement for the year ended December 31, 2012.
(2) For purposes of the information set forth in the tableabove, we should note the executive officers were all actively in
office throughout the year, from January to December, such that compensation paid to them over the full 12-month
period was recognized in the statement of income for the year ended December 31, 2012.Our fiscal council is not
active at this time. However, we have an Audit Committee. Taking into account the compensation paid to three of the
four external committee members that received compensation over the full 12-month period, from January to
December, (one member took a temporary leave of absence) the highest compensation recognized for 2012 totaled
R$280,002.81; the lowest R$240,876.42. The average compensation was R$249,441.37.
(1)
No. of members
Observations
Board of Directors
Executive Board
Fiscal Council (*)
10.75
1,509,368.77
219,300.00
373,924.19
(7)
5.67
10,805,969.27
4,003,528.08
5,270,111.64
(8)
n/a
n/a
n/a
n/a
(9)
(2) We should further note that one of our directors was not earning compensation in 2011. Moreover, because our current
board of directors was elected at the annual meeting held in April 2011, with some members having been reelected,
information on lowest individual compensation paid to directors in 2011 takes into account the nine directors that were
actively in office throughout the year, from January to December. Additionally, for information on highest yearly
compensation paid to directors, the reported figures include all compensation we recognized in the income statement for the
year. The director that earned the highest compensation was in office throughout the year, from January to December. The
average annual compensation paid to our directors in 2011 amounted to R$412,275.39.
(3) For purposes of the information set forth in the table above, we should note that the organizational restructuring
process implemented in September 2011 modified our board of executive officers in the following ways: (i) thr ee
executive officers resigned; and (ii) two new executive officers were later appointed. Thus, information on lowest
individual compensation paid to executive officers in 2011 takes into account the three executive officers that were in
107
office for the full 12 months of the year. Additionally, for information on highest yearly compensation paid to executive
officers in 2011 the reported figures include compensation we recognized in the income statement for the year ended
December 31, 2011. The executive officer that earned the highest compensation worked throughout the year, from
January to December.
(4) Our fiscal council is not active at this time. However, we have an Audit Committee whose external members were paid
aggregate compensation of R$973,513.44 in 2011. Taking into account the compensation paid to the four external
committee members that received compensation over the full 12-month period, from January to December, the highest
compensation recognized for 2011 totaled R$287,136.99; the lowest R$228,792.15. The average compensation was
R$243,378.36.
13.12
Compensation, indemnification, pension arrangements with directors and executive officers in case of
dismissal or retirement, and effects for the Company.
The company adopts no policy or arrangements or schemes contemplating retirement or termination compensation for directors
and executive officers in case of dismissal or retirement, except in the latter case for benefits contemplated in our existing
pension plan (as discussed in subsection 13.10 above). It is worth noting that the Directors & Officers (D&O) liability insurance
policy taken out by us provides no coverage related to dismissal or retirement; rather, it merely gives directors and officers and
other senior managers financial protection against claims arising from day-to-day decisions, so they have peace of mind to
perform their duties. In addition, this policy both protects us and gives us an additional talent retention tool.
13.13
Percentage of total compensation attributable to directors, executive officers and fiscal council members
that are related parties (as defined under relevant accounting standard) of the controlling shareholders.
Given that we have a widespread ownership structure and no controlling shareholders, there has never been compensation paid
to any director or executive officer deemed to be a related party of any direct or indirect controlling shareholder and, therefore,
none has been recognized in any income statement.
13.14
Compensation (recognized in the income statement) paid to directors, executive officers and fiscal
council members (grouped by body) for reasons other than their position in the company (such as
commissions or fees for advisory or consulting services).
No amounts are recognized in the income statement as compensation for directors and executive officers on any account or for
any reason other than their serving in the position they hold in our company.
13.15
Compensation paid to directors, executive officers and fiscal council members of the company, as
recognized in the income statements of direct or indirect controlling shareholders, companies under
common control or the companys subsidiaries.
Given that we have a widespread ownership structure and no controlling shareholders, the above premise is not applicable with
regard to controlling shareholders or companies under common control. Additionally, no amount has been recognized in our
income statement in connection with payments by any subsidiary or affiliate by way of fees or compensation to our directors
and executive officers.
13.16 Additional reportable information
Supplemental Information to Subsection 13.2
a.
average number of members per governance body over the past three years
Board of Directors
Board of
executive officers
January
February
March
April
May
June
July
August
September
October
November
December
Total
11
11
11
11
11
11
11
11
11
11
11
11
132
Average
11
Month
b.
Board of Directors
Board of
executive officers
Board of Directors
Board of
executive officers
5
5
5
5
5
4
5
5
5
5
5
5
59
11
11
11
11
11
11
11
11
11
11
11
11
132
5
5
5
5
5
5
5
5
5
5
5
5
60
10
10
10
11
11
11
11
11
11
11
11
11
129
6
6
6
6
6
6
6
6
5
5
5
5
68
4.92
11
10.75
5.67
long-term incentive in the form of stock options
2012 Programs Pursuant to a decision of our board of directors, the long-term incentive attributable to officers and executives
in the form of stock options to reward performance in any given year materializes in the form of option grants awarded at the
start of the next year. Thus, options to reward 2012 performance were granted in January 2013, with effects on results for 2013.
BVMF 2012 Stock Options Program and Additional Stock Options Program According to guidelines set within the scope of our
108
stock options plan, we adopted in 2012 both a stock options program (the 2012 Stock Options Program) and an additional
options program (the 2012 Additional Options Program), the latter as an added incentive for retention of key professionals in
our talent pool. As approved by our board in January 2013, the option grants awarded under the BVMF 2012 Stock Options
Program entail rights to buy aggregate 3,300,000 shares, or 0.17% of the shares issued and outstanding, whereas the option
grants awarded under the BVMF 2012 Additional Options Program entail rights to buy aggregate 1,001,185 shares, or 0.05% of
the shares issued and outstanding. In either case, the exercise price was defined according to rules set out in the stock options
plan.
Ultimately, the exercise price was set at R$5.55 for option grants of the BVMF 2012 Stock Options Program and R$6.98 for
option grants of the BVMF 2012 Additional Options Program, pursuant to a fair price calculation method that takes into account
certain market variables at grant time and the particular features of each program. As compared with the data for both 2011
programs set forth in the tables first provided under subsection 13.2, the fair price for exercise of options granted under these
2012 programs came up substantially higher than the fair price of option grants awarded under the prior year programs.
Nonetheless, there have been no changes in pricing method, so that the difference in fair price is attributable primarily to
changes in market conditions between the two periods, as discussed under subsections 13.6 and 13.9.
2011 Programs Pursuant to a decision of our board of directors, the long-term incentive attributable to officers and executives in
the form of stock options to reward performance in any given year materializes in the form of option grants awarded at the start of
the next year. Thus, options to reward 2011 performance were granted in January 2012, with effects on results for 2012.
BVMF 2011 Stock Options Program and Additional Stock Options Program According to guidelines set within the scope of our
stock options plan, we adopted in 2011 both a stock options program and a new additional options program, the latter as an
added incentive for retention of key professionals in our talent pool. This means the new program gave key employees the
right to exchange options for shares at preset exercise prices and, as a prerequisite for the grant, these employees are
expected to buy shares issued by us (Own Shares) and keep them for a holding period at least equal to the vesting period
under the additional option grants, failing which the option holder loses the options.
As approved by our board in January 2012, we have completed two rounds of option grant awards, one within the scope of the
BVMF 2011 Stock Options Program, the other within the scope of the BVMF 2011 Additional Options Program with effects on
our results for 2012. The first round contemplated stock option grants awarding rights to buy aggregate 3,250,000 shares, or
0.16% of the shares issued and outstanding, whereas the second round contemplated additional options granting rights to buy
aggregate 1,337,170 shares, or 0.07% of the shares issued and outstanding. The exercise price was defined according to rules
set out in the stock options plan.
Ultimately, the exercise price was set at R$2.79 for option grants of the BVMF 2011 Stock Options Program and R$4.19 for
option grants of the BVMF 2011 Additional Options Program, pursuant to a fair price calculation method that takes into account
certain market variables at grant time and the particular features of each program.
2010 Program Pursuant to a decision of our board of directors, the long-term incentive attributable to officers and executives in
the form of stock options to reward performance in any given year materializes in the form of option grants awarded at the start
of the next year. Thus, stock options to reward 2010 performance were granted in January 2011, with effects on results for 2011.
BVMF 2010 Stock Option Program As approved by our board in January 2011, the stock option grants under the BVMF 2010
Stock Options Program are exercisable for aggregate 3,420,000 shares, or 0.17% of the shares issued and outstanding. The
exercise price was defined at R$4.50 according to rules set out in the stock options plan and a fair price calculation method
which takes into account certain market variables at grant time and the particular features of the program.
c.
current year compensation and incentives
The table below sets forth our estimates regarding annual compensation (including incentives) attributable to directors and
executive officers for the current year, as approved at the annual shareholders meeting held on March 24, 2014.
Mid-Term Incentive Given that the short- to mid-term variable compensation (profit sharing payments) attributable to
executive officers has been tied to certain annual performance targets being accomplished, our projections assume a probableresults scenario and may change to the extent our actual adjusted net income and operating expenses (both of which
determine the profit sharing pool) depart from the 2014 budget, in particular the opex budget. For example, pursuant to the
method set out in subsection 13.1(c) above, if the actual year-end result were to hit a 10% threshold above the expected
adjusted net income, and as long as we adhered to the operating expense budget, the profit-sharing pool (short- to mid-term
compensation) would be adjusted by an additional amount of R$1,126,398.01, which is equivalent to a 10% increment in
expected adjusted net income for the year.
Long-Term Incentive: 2013 Option Programs Pursuant to a decision of our board of directors, the long-term incentive attributable
to officers and executives in the form of stock options to reward performance in any given year materializes in the form of option
grants awarded at the start of the next year. Thus, stock options to reward 2013 performance were granted in January 2014,
with effects on results for 2014.
As with the 2012 and 2011 options programs, we adopted in 2013 both a stock options program (BVMF 2013 Stock Options
Program ) and an additional options program (BVMF 2013 Additional Options Program), the latter as an added incentive for
retention of key professionals in our talent pool. Moreover, you should bear in mind that under the additional stock options
program, a grantee is expected to buy shares issued by us (Own Shares) and keep them for a holding period at least equal to
the vesting period under the additional option grants, failing which the grantee loses the options.
As approved by our board in January 2014, the option grants awarded under the BVMF 2013 Stock Options Program entail
rights to buy aggregate 3,500,000 shares, or 0.18% of the shares issued and outstanding, whereas the option grants awarded
under the BVMF 2013 Additional Options Program entail rights to buy aggregate 1,477,340 shares, which correspond to an
109
interest in 0.07% of the shares issued and outstanding (because of the correlation between exercise price and the price per
share grantees pay in acquiring Own Shares in the present case, R$9.88 per Own Share). In each case, the exercise price was
defined according to rules set out in the stock options plan.
Ultimately, the exercise price was set at R$3.43 for options granted under the BVMF 2013 Stock Options Program and R$4.33
those granted under the BVMF 2013 Additional Options Program, pursuant to a fair price calculation method that takes into
account certain market variables at grant time and the particular features of each program. As compared with the data for both
2012 programs set forth in the tables first provided under subsection 13.2, the fair price for exercise of options granted under
the 2013 programs came up substantially lower than the fair price of option grants awarded under the prior year programs.
Nonetheless, there have been no changes in pricing method, so that the difference in fair price is attributable primarily to
changes in market conditions between the two periods, as discussed under subsections 13.6 and 13.9 below.
In addition, at the extraordinary meeting of April 15, 2013, the shareholders approved a proposal to amend our stock options
plan for adoption of a special mechanism by which stock options can be awarded as a long-term incentive to our directors.
Consistent with the amended plan, option grants related to our 2013 programs (BVMF 2013 Stock Options Program and BVMF
2013 Additional Options Program) were awarded early in January 2014 and, thus, should influence our results for 2014.
Estimates for the year ending December 31, 2014
No. of members
Salary, fees
Other
Bonuses
Profit sharing
Commissions
Other
d.
Board of Directors
Executive Board
Fiscal Council
Total
11
R$ 5.966.971,74
R$4,975,937.94
n/a
R$991,033.80
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$983,400.00
R$6,950,371.74
5
R$ 5.694.947,90
R$4,778,177.58
R$916,770.32
n/a
n/a
R$11,263,980.66
n/a
R$11,263,980.66
n/a
n/a
n/a
n/a
n/a
R$18,401,882.20
R$35,360,810.16
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
16
R$ 11.661.919,64
R$9,754,115.52
R$916,770.32
R$991,033.80
n/a
R$11,263,980.66
n/a
R$11,263,980.66
n/a
n/a
n/a
n/a
n/a
R$19,385,282.20
R$42,311,181.90
compensation of Audit Committee members (as established under the bylaws)
As discussed elsewhere herein, our fiscal council is not active at this time. However, we take the view that the functions of a
fiscal council are adequately fulfilled by the Audit Committee, which has been established with responsibilities that overlap with
those legally assigned to a fiscal council under Brazilian Corporate Law. The companys Audit Committee has six independent
members, four of whom are external members and two independent director. The Audit Committee members were appointed
for a two-year term, except for the independent director who does not exercise the coordinator fuction, which will fulfill
mandate for only one year. All of them meet the requirements set forth under CVM Ruling 308/99, as amended.
Our estimate of compensation attributable to the four external audit committee members over the full year ending December
31, 2014, totals aggregate R$1,284,274.80. The aggregate compensation paid to the external committee members over the
years ended December 31, 2013, 2012 and 2011, amounted to R$1,227,830.96, R$997,765.48 and R$973,513.44, respectively.
Supplemental Information to Subsection 13.11
We should note that, pursuant to our stock options plan and a decision of our board of directors, share-based long-term incentive
attributable to performance of officers and executives in any particular year materializes in the form of stock option grants at the
start of the next year. Thus, stock options to reward 2013 performance were granted on January 2, 2013, with effects on our
results for 2014. Likewise, stock options to reward 2012 performance were granted on January 2, 2013, with effects on our results
for 2013, rewards for 2011 performance were granted on January 2, 2012, with effects on our results for 2012, whereas 2010
performance was rewarded with option grants on January 3, 2011, with effects on our results for 2011.
14. HUMAN RESOURCES

Description of the human resources structure
a.
headcount (by type of activity and geographic location)

Geographic location
So Paulo
Activity
Senior executives
Executives
Managers
Other heads of department
Number of employees
5
29
94
171
110
Total by geographic location

1,514
Rio de Janeiro
Porto Alegre
Mato Grosso
Specialists
Operating personnel
Interns
Operating personnel
Specialists
Specialists
Operating personnel
TOTAL
999
127
89
1
1
2
1
1,519
1
1
3

Geographic location
So Paulo
Rio de Janeiro
Porto Alegre
Mato Grosso
Activity
Senior executives
Executives
Managers
Specialists
Operations personnel
Interns
Specialists
Specialists
Specialists
Operating personnel
TOTAL
Number of employees
5
29
97
170
995
140
85
1
1
2
1
1,526
1,521
1
1
3

Geographic location
So Paulo
Rio de Janeiro
Porto Alegre
Mato Grosso
b.
Activity
Senior executives
Executives
Managers
Specialists
Operations personnel
Interns
Specialists
Specialists
Specialists
TOTAL
Number of employees
5
30
92
152
1,014
157
88
2
1
2
1,543
1,538
2
1
2
number of outsourced personnel (by type of activity and geographic location)

Geographic location
So Paulo
Activity
Specialists
Geographic location
So Paulo
Activity
Specialists
Geographic location
So Paulo
Activity
Specialists
Outsourced personnel
65

65
94

94
c.
145
turnover rate;
Turnover rate
(%)
14.66%
15.85%
17.72%

d.

145
exposure to labor liabilities and contingent liabilities.
For more information on our exposure to labor liabilities and contingent liabilities, see subsection 4.3 of this Form.
14.2. Material changes.
Other than the information provided in 14.1 above, we have no additional comments to make at this time.
14.3. Description of employee compensation policy
a.
fixed and variable compensation policy;
Our aim is to have a competitive compensation policy vis--vis the marketplace, one that will give us the ability to attract
111
and retain talent, and keep a capable team of skilled and dedicated people, capable to help us attain our short -, mediumand long-term goals and strategic objectives. Given that our integrated business model is inextricably tied to our objectives
of promoting, developing and expanding the domestic capital markets, which per se imply longer and sustainable cycles, it is
crucial for us to have the ability to retain talent, such that our compensation policy must include mechanisms to encourage
our people to stay with us for the long haul.
Under our policy our employees are granted annual salary adjustments based on the adjustment rate established under the
relevant collective bargaining agreement, as of a certain base date. Moreover, we may grant additional salary adjustments
based on merit, or due to promotion or as recognition for outstanding performance, which in any of these cases are
voluntary salary adjustments with correlate mainly with the results of periodic evaluations of individual performance.
In addition, the variable remuneration portion of the compensation package is established and paid every six months
pursuant to our Profit Sharing Program and according to the rules set under Law No. 10,101 dated December 19, 2000. This
profit sharing program defines potential multiples based on monthly salary, which are ultimately determined as a function of
certain global performance indicators set for the Company, coupled with factors as job seniority and evaluations of individual
performance.
b.
policy on employee benefits
Our benefit package includes dental and health care plans, executive health check -up plan, life insurance, meal vouchers
and in-house meals, private pension plan, child care and transportation vouchers. Additionally, we adopt a quality of life
program which periodically implements actions oriented towards enhancing our employees wellness and quality of life,
promoting healthy lifestyles and cultural activities and offering them good entertainment.
c.
characteristics of share-based compensation plan for non-management employees
While our stock option plan targets mainly our upper management employees, it also in cludes middle-management
employees amongst the eligible employees. Stock options are granted from time to time as a function of certain global
performance indicators set for the Company, coupled with factors as job rank and evaluations of individual perfo rmance.
The features of the share-based compensation plan to which our middle management employees are eligible are similar to
those of the stock option plan for upper management members, and are discussed under subsection 13.4 of this Form.
14.4. Discussion on relations with workers unions
The workers union that represents most of our employees is the Union of Employees of Independent Commercial Agents
and Consulting, Expertise, Information, Research and Accounting Firms of the State of So Paulo ( Sindicato dos Empregados
de Agentes Autnomos do Comrcio e em Empresas de Assessoramento, Percias, Informaes e Pesquisas e de Empresas

de Servios Contbeis no Estado de So Paulo ).
Our relationship with the union is characterized by analytical reviews and discussions of mutual proposals, with the aim of
reaching consensus on how to best improve work conditions for our employees. These discussions typically involve the
negotiations for the annual renewal of the collective bargaining agreement, and address issues as salary adjustments,
benefits, work hours, lunch and rest breaks, and so forth. We have had productive relations with the unions thus far.
In addition, we negotiate annual collective bargaining agreements with the union that represents our employees. These
agreements establish regulate the terms and conditions of our profit sharing program.
15.
CONTROLLING OWNERSHIP
15.1 and 15.2. Material shareholder ownership interests

Shareholder
% of shares
issued and
outstanding
198,348,826
10.93
Common shares
Funds managed by OppenheimerFunds, Inc.

Funds managed by Vontobel Asset
Management, Inc.
CMEG Brasil I Participaes Ltda.
Capital World Investors
Other
Treasury stock
Shareholders
or voting
agreements
No
Ties with
controlling
shareholder
No
129,910,260
7.16
2/4/2013
Foreign
No
No
101,078,580
5.57 12/13/2011
Brazilian
No
No
92,196,000
1,268,838,240
5.08
5/04/2015
69.90 03/07/2015
1.36 03/07/2015
Foreign
-
No
-
No
-
24,628,094
Total
3/11/2014
Brazilian or
foreign
shareholder
Foreign
Last
changed
1,815,000,000
100.00
15.3. Ownership structure; stock dispersion.

Number of individual shareholders
Number of corporate shareholders
Number of institutional investors
Total number of investors
Free float July 03, 2015
15.4. Ownership structure chart.

112
ASM on March 24, 2014

51,924
1,313
1,932
55,169
1,786,601,029
(98.44%)
No shareholder or group of shareholder sharing similar interests holds a direct or indirect controlling interest in our shares.
Ownership in our shares is widely dispersed. In addition, no shareholders or voting agreement has been filed at our registered
office which seeks to control the election of directors and/or regulate the exercise of voting rights by any shareholders.
15.5. Shareholders agreements.
No shareholders or voting agreements of any kind have been registered with our Company.
15.6. Material changes in ownership interest of participants in the controlling group, directors and officers.
No shareholder or group of shareholder sharing similar interests holds a direct or indirect controlling interest in our shares.
Ownership in our shares is widely dispersed. In addition, no shareholders or voting agreement has been filed at our registered
office which seeks to control the election of directors and/or regulate the exercise of voting rights by any shareholders.
As of December 31, 2013, our directors and officers held combined ownership interest in 0.157% of our issued and outstanding
shares, or an aggregate of 3,109,446 common shares of stock, versus 3,936,618 common shares (0.199% of total shares) at
December 31, 2012, and 4,328,186 common shares (0.219% of total shares) at December 31, 2011.
The information filled in 15.3 refers to: i) the annual general meeting of March 24, 2014 with respect to the number of
shareholders and (ii) March 11, 2014 relative to the free float.
16.
RELATED PARTY TRANSACTIONS
16.1. Rules, policies and practices regarding related party transactions.

Our policy on related party transactions and other circumstances involving or potentially involving conflicts of interest (Policy on
Conflict of Interest and Related Party Transactions) was approved by our board of directors on February 13, 2014. This policy
sets rules aimed to ensure that decisions are taken on the basis only of the best interests of BM&FBOVESPA and subsidiaries, in
particular decisions that involve related parties or other situations potentially involving conflicts of interest. Our policy applies to
all our directors, officers and employees, and those of our subsidiaries.
Under our Policy, a related party is defined as any natural or legal person with whom the Company could potentially engage in
contractual arrangements other than on an arms length basis, as would be the case if the Company had been negotiating with
any unrelated third party.
Additionally, under Accounting Standard No. 5, or CPC-5, issued by the Brazilian Accounting Standards Board (Comit de
Pronunciamentos Contbeis), or CPC, and endorsed by the CVM pursuant to CVM Resolution 560/08, a related party is defined
as a person having relations with an entity, such as our company, in a number of ways, including as follows:
(a)
(b)
(c)
(d)
where said person is a controlling shareholder or a subsidiary or company under common control (which includes a
controlling shareholder or subsidiary); or where said person is interested in shares issued by us to an extent which
gives it the ability to exercise significant influence over our company; or where said person exercises joint control over
our company;
where said person is an affiliate of ours or of a third-party entity under common control with us;
where said person is a joint venture (i.e., a JV company) in which we are an investor;
where such person is a pension fund operating for the benefit of company employees or of any entity that is a related
party of ours.
Under our policy on conflict of interest and related party transactions, in negotiating contractual arrangements with related
parties, we are required to observe the same principles and procedures we would use to negotiate with independent, unrelated
parties and, in any event, arrangements with related parties are required to be put in writing, in proper contractual form.
Additionally, the policy prior consent from Management to be obtained for any agreement with a related party and, if involving
a material amount (which our policy defines as an amount at least equivalent to 0.1% of the book value of our shareholders
equity), the transaction must also be approved by our board of directors.
Under our policy on conflict of interest and related party transactions, on identifying a matter or proposal involving or potentially
involving a related party transaction or other instance potentially implying a conflict of interest, directors and officers are
required promptly to disclose the conflict of interest to us. In addition, a conflicted person is required to abstain from taking
part in any discussions concerning any such matter or proposal and from voting on any such matter or proposal.
Where a director or executive officer (who could potentially ascertain a personal gain from any particular decision) fails to make
proper disclosure about any particular conflict of interest, any peer having knowledge of the circumstance is encouraged and
allowed to make such disclosure. If a director or officer were to silence about a conflict of interest, this would be deemed to be
a breach of our policy and the matter would be submitted to the consideration of our board of executive officers for a
recommendation about corrective actions to be made to our board of directors.
Our policy on conflict of interest and related party transactions and the rules it conveys are in line with the requirements of
Brazilian Corporate Law, particularly as it prescribes directors and officers have a duty of loyalty towards the Company.
16.2. Related party transactions

113
Related Party
Relation to Co.
TXN date
Transaction
Rio de Janeiro BM&FBOVESPA is

Expenses w/ cash advances
Stock Exchange a member of BVRJ Monthly
re funding of operating
(BVRJ)
costs
(affiliate)
Amount
(In R$
thousands)
2013: 2
2012: 1
2011: 0
(In R$ thousands)
Acct, Receivable:
2013: .2
2012: .1
2011: .0
Expenses refunded:
2013: 25
2012: .5
2011: .0
Acct, Receivable:
2013: .9
2012: 21
2011: ...8
BM&FBOVESPA is
Acct, Payable:
Brazilian
2013: (1,159)
a sponsor member
2013: (100)
Commodities
of the Brazilian
Monthly
Membership fees
2012: (1,198)
2012: (51)
Exchange
Commodities
2011: (1,271)
2011: (218)
Exchange
Acct, Payable:
2013: .(23)
Monthly
Rent payments
2012: .(22)
2011: .(21)
Cash & cash equivalents
Not
2013: 2,338
applicable
2012: 0
2011: 0
Acct, Receivable:
BM&FBOVESPA
2013: 8,314
Use of our IT and
2013: 673
Wholly-owned
Settlement
Monthly logistics infrastructure;
2012: 6,450
2012: 1,283
subsidiary
Bank
2011: 6,617
use of staff.
2011: 597
Transactions to settle:
Not
Foreign exchange
2013: ..0
applicable
transactions to settle
2012: ..1
2011: 20
Acct, Receivable:
Agmt. for cost recovery re
2013: 3,171
2013: 276
expenses w/ cash advances
Monthly
2012: 2,801
2012: 826
BM&FBovespa Our Company is
and refund for use of
2011: 2,441
2011: 636
Market
infrastructure and staff.
the principal
Surveillance
member and
Acct, Payable:
2013: (561)
(BSM)
sponsor of BSM
Not
2013: (8,061)
Operational funding
2012: (15,000)
applicable
2012: .(15,000)
contribution
2011: .0
2011: ...0
Funds transferable:
Pass-through of broker
2013: ..0
Monthly
contributions
2012: ..0
Guarantee fund
(based on value traded)
2011: .(81)
Investor
managed by of
Compensation BSM. BM&FBovespa
Restricted funds transferred
Mechanism
to the MRP for unification of
Non-recurrent expense:
is the principal
Fund (MRP)
Not
safeguard funds under
2013: .....0
member and
management of BSM
2012: .....0
sponsor of BSM applicable
(previously registered as a
2011: (92,342)
bylaws reserve)
Sundry expenses:
2013: (2,012)
2012: (1,839)
Expenses with
2011: (1,207)
BM&F (USA)
Wholly-owned
Monthly
representation services
Inc.
subsidiary
Acct, Payable:
abroad
2013: (117)
2012: 0
2011: 0
Monthly
BM&FBOVESPA
UK Ltd.
Wholly-owned
subsidiary
Monthly
Not
BM&FBOVESPA is applicable
the founding and
BM&FBOVESPA
sponsor member
Institute
of this civil society
Not
organization (CSO)
applicable

costs & use of IT
infrastructure
Outstanding balance
(at year-end)
2013: 88
2012: 92
2011: 62
Expenses with
representation services
abroad

costs
Pass-through of funds
designed for the
BM&FBOVESPA Social
Investment Exchange
(operated by the Institute)
Sundry expenses:
2013: (1,394)
2012: (1,208)
2011: (1,924)
Acct, Payable:
2013: (164)
2012: 0
2011: 0
Acct, Receivable:
2013: 1
2012: 3
2011: 2
Acct, Payable:
2013: 10
2012: 0
2011: 0
114
Amount
Security &
attributable to
Term
Perf. Bonds
Related Party
Termination
Loans or
other credit
transactions
(In R$
thousands)
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
Related Party
BM&F
Association
Relation to Co.
TXN date
Transaction
Not
applicable
General cost recovery
Not
BM&FBOVESPA is applicable
an honorary
member of the
association
Not
applicable

costs & use of our
infrastructure
-
Amount
BM&FBOVESPA is
Not
an honorary
member of the applicable
costs
association
CME Group,
Inc.
Outstanding balance
payable in connection with
the perpetual license for
use of modules pertaining
to the multi-asset
electronic trading system
Monthly
named PUMA Trading
System, developed
pursuant to a
BM&FBOVESPA - CME
Group cooperation
agreement
Affiliate
Amount
Security &
attributable to
Term
Perf. Bonds
Related Party
Termination
Loans or
other credit
transactions
Acct, Receivable:
2013: 0
2012: 0
2011: 6,517
N/A
N/A
N/A
N/A
NO
Acct, Receivable:
2013: 2
2012: 115
2011: 0
N/A
N/A
N/A
N/A
NO
Expenses refunded:
2013: .496
2012: .538
2011: .20
N/A
N/A
N/A
N/A
NO
Contribution:
2013: .0
2012: (2,173)
2011: .0
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
Not
applicable
Bovespa
Association
Outstanding balance
(at year-end)
Acct, Receivable:
2013: 1
2012: 5
2011: ..3
Expenses refunded:
2013: .13
2012: .13
2011: .12
Acct, Payable:
2013: (60,178)
2012: 0
2011: (59)
Interest Expenses:
2013: (437)
2012: 0
2011: 0
Dividends Receivable:
2013: 71,878
2012: 0
2011: 0
Abbreviations per abbreviations_itc-nrcs-usda-gov_scdm_doc_OD-Abbreviations.pdf at http://www.itc.nrcs.usda.gov (2010)
Our policy on conflict of interest and related party transactions formally acknowledges key management staff as our related
parties. Given that the compensation we pay to our key management persons has already been discussed at length under
section 13 of this Form, the above table does not include information on compensation, providing data only on our transactions
with other related parties, as identified based on the criteria set forth in subsection 16.1 above.
16.3.
Measures to tackle conflict or interest and evidence related party transactions are agreed on an
arms length basis (mutually beneficial or adequately compensated transactions).
a.
actions taken to tackle conflict of interest
Our transactions with other parties, in particular transactions with related parties, are typically subject to approval eithe r by
our board of directors or board of executive officers, as pertaining to each of their spheres of authority and provided in ou r
bylaws. Where any director or officer may have a conflict of interest regarding any proposed transaction, this director or
officer must abstain from discussing the matter, and from attending and voting in any meeting held to deliberate about the
subject.
For additional information on conflicts of interest affecting any member of our board of directors, please see subsection 12.4(c)
of this Form.
We adopt no additional formal mechanisms to identify conflicts of interests.
b.
evidence that related party transactions are agreed on an arms length basis.
Set forth below is additional information about transactions with related parties carried out last year, as shown in the table
under subsection 16.2 above.
BVRJ (the Rio de Janeiro Stock Exchange). The payments of membership dues we made to BVRJ are required to be made
under their bylaws, which provide that members (as we are) must pay dues in a timely fashion. At a meeting held on
December 13, 2004, the Board of BVRJ set the minimum monthly dues payable per membership certificate at R$400.00.
Additionally, in a meeting held on January 28, 2011, the Board of BVRJ terminated the minimum monthly contribution
previously charged from BM&FBOVESPA, as the company is now financially independent.
Brazilian Commodities Exchange . Payments we made to Brazilian Commodities Exchange are required under their bylaws,
which provides that members (as we are) must pay membership dues in a timely fashion. The ordinary general meeting
held on December 18, 2003, set at of R$ 500.00 the minimum monthly dues payable per membership certificate. For
inactive members, the board of directors of Brazilian Commodities Exchange set the monthly dues at twice the minimum
monthly contribution. In addition, BM&FBOVESPA was reimbursed for expenses incurred on behalf of Brazilian
Commodities Exchange with technical assistance, system development and data processing equipment maintenance.
115
BM&FBOVESPA Settlement Bank . Payments the BM&FBOVESPA Settlement Bank makes to us are relate to refund fo r use
of our resources in their operations, as contemplated in the relevant agreement between us and the bank. These
payments are made pursuant to a specification report prepared by us and approved by the BM&FBOVESPA Settlement
Bank, as required under the agreement.
BM&FBOVESPA (BSM) Market Surveillance.
We charge BSM for costs related to the use of our resources and
infrastructure in their operations. These costs are calculated and charged on a monthly basis pursuant to a contractually
agreed calculation method. These operations also include management of the Investor Compensation Mechanism Fund
(MRP), which BSM operates.
17.
CAPITAL STOCK
17.1. Capital stock

Our capital stock is represented solely by shares of common stock.
Type of
shares
Number of
shares
Common
shares
1,815,000,000
Issued and
outstanding
Capital stock
Authorized share
capital
(in R$)
(in R$)
2,540,239,563.88
2,540,239,563.88
(in R$)
2,540,239,563.88
Payment
term
Last changed
Not
applicable
February 10, 2015.
Authorized share capital

Amount
Number
(in R$ thousands)
Our board is authorized to increase the capital stock

by up to two billion and five hundred million
(2,500,000,000) shares of common stock
Within the authorized limit, our board has powers to

decide on any issuance of shares and on the issue price
per share.
Authorization date
May 8, 2008
As of the date of this Form no convertible securities have been issued by us.
17.2. Share issuances, increases in capital stock amount
August 19, 2008
Board of directors
August 19, 2008
R$ 3,216,300.00
3,216,300
R$ 1.00
Issue price id in cash (Brazilian currency) on or before December 31, 2008.
Date of decision
Governance body approving the action
Issue date
Total issuance amount
Total shares in the issue
Issue price per share (in R$)
Manner of payment
Criterion determining the total issuance
Private issuance or public offering

Issuance as a ratio of capital stock (%)
Shares issued within the authorized limit set in our Bylaws.

Under article 8, paragraph 1, of our bylaws, the board has powers to decide on any issuance
implemented, as well as on the issue price and manner and terms of payment, provide the
issue must be implemented within the authorized limit of the share capital.
Private issuance shares purchased by holders of vested stock options under our stock
option plan.
0,16%
17.3. Stock splits, reverse splits, bonus shares.

As of the date of this Form, there have been no share splits or reverse splits and no bonus shares have been distributed.
17.4. Reductions in capital stock.
As of the date of this Form, there has been no reduction of our capital stock.
At a meeting held on February 13, 2014, the Board approved the cancellation of eighty million (80,000,000) treasury shares,
which were previously repurchased within the scope of share buyback programs adopted by the Company, such that the
cancellation entails no reduction in capital stock. As a result, hereafter, the fully subscribed and paid -in capital stock
amounting to two billion, five hundred and forty million, two hundred and thirty-nine thousand, five hundred and sixty-three
Brazilian reais and eighty eight centavos (R$2,540,239,563.88) is represented by one billion, nine hundred million
(1,900,000,000) common shares. Therefore, at the extraordinary general meeting, held on May 26, 2014, on second call, the
shareholders amended the main provision of article 5 of the Bylaws accordingly.
At a meeting held on December 13, 2011, our board approved the cancellation of 64,014,295 treasury shares following
repurchases carried out within the scope of the share buyback program. There was no reduction of capital stock. As a result,
our capital stock amounting to R$ 2,540,239,563.88 is now represented by 1,980,000,000 shares of common stock.
Additionally, at the extraordinary general meeting held on April 10, 2012, our shareholders amended Article 5 (Capital
Stock; Shares; Shareholders) of the bylaws to reflect the number of issued and outstanding shares following the
cancellation of treasury stock, among other changes to our bylaws. For additional information on our share buyback
program, see section 19, under the heading Share buyback programs and treasury stock.
116
18.
SECURITIES INFORMATION
18.1. Rights and prerogatives of each type and class of shares

All our shares are shares of common stock (Tag along: 100.00%)
a. rights to dividends
Under Brazilian Corporate Law and our bylaws, our shareholders are entitled to any dividend or other distributions based on
their proportionate holdings in shares of stock issued by us. Under article 55 of our bylaws, we are required to pay to
shareholders every year mandatory dividends at a rate of 25% of adjusted net income for the year. Our calculation of net
income for the year, and the amount available for distribution, includes adjustments made pursuant to Brazilian Corporate Law
for allocations to the legal reserve and certain other reserves, such as a contingency reserve, as well as for reversal of previous
allocations where appropriate.
b. voting rights
Each of our common shares grants its holder right to one vote at decisions of annual and extraordinary shareholders meetings.
Under the Novo Mercado listing regulation, all our shares of capital stock are required to be voting shares, such that we are not
permitted to issue non-voting shares or shares with restricted voting rights or participation certificates. However, there are
certain voting limitations, which are set forth in subsection 18.2 of this form.
c.
convertibility into other types or classes of shares
Our shares of stock are not convertible into other types or classes of shares. In addition, under our bylaws we are permitted to
issue debentures convertible into common shares and subscription warrants. However as of the date of this reference form we
had not issued any of these securities.
d. reimbursement rights
Reimbursement due to exercise of withdrawal rights. Under certain circumstances, shareholders that dissent from a decision
taken at a shareholders meeting are entitled to exercise withdrawal rights, in which case we must reimburse them for the value
of their shares, as determined pursuant to Brazilian Corporate Law.
Redemption. Under Brazilian Corporate Law, our shares may be redeemed upon a decision taken at a shareholders meeting
approved by holders of shares representing at least 50% of our capital stock.
Liquidation (winding up). Pursuant to Brazilian Corporate Law, in the event of our liquidation in a winding up process, our
shareholders are entitled to reimbursement of capital in proportion to their holdings in our shares, provided all our other
liabilities must have been previously settled.
e.
tag along rights in takeover bids and tender offers triggered by acquisition of control
Under the Novo Mercado listing regulation and our bylaws, an acquisition of our control agreed pursuant to one or a series of
successive transactions requires a precedent or dissolving condition being established, whereby the prospective buyer
undertakes to conduct (within the legally prescribed deadline) a tender offer to purchase all outstanding shares. Under
Brazilian Corporate Law and the Novo Mercado listing regulation, the bid price and the payment conditions must be the same as
offered for the controlling shares.
f.
transfer restrictions (lock up)
There are no transfer restrictions related to our shares.
g. conditions to amend rights assigned to the shares
Under Brazilian Corporate Law, neither the bylaws nor the decisions of a shareholders meeting of any corporation may restrict
the rights of shareholders regarding any of the following:
(i) Rights to a proportionate participation in profit distributions;
(ii) Right to a proportionate participation in the distribution of assets outstanding in a winding up process (after all
corporate liabilities are settled);
(iii) Preemptive rights to subscribe for shares, convertible debenture or subscription warrants, except in certain
circumstances permitted by Brazilian Corporate Law.;
(iv) Right to review and judge the company financials and the management of business operations in the manner
prescribed under Brazilian Corporate Law; and
(v) Right to withdraw under certain legally prescribed circumstances.
h. other material share features
Under Brazilian Corporate Law, the CVM regulation and the Novo Mercado listing regulation, as well as under our bylaws, a
tender offer to purchase all our shares is required in the event our shareholders decide for a going private process (implying our
deregistration as public company) or for a delisting from the Novo Mercado segment for our shares to trade on another market.
Additionally, because of our fairly dispersed share ownership structure, our bylaws require a tender offer to be carried out by
any shareholder or group of shareholders seeking to acquire a 30% interest in our shares, or other rights in our shares as
beneficial owners (including by means of usufruct or a trust) in any way granting voting rights over 30% or more of our
outstanding shares.
i.
foreign issuers
Not applicable, as we are a company organized and existing under the laws of Brazil.
117
18.2. Description of bylaws provisions limiting the voting rights of holders of material ownership interest, and
bylaws provisions requiring holders of material interest to conduct tender offers.
Voting cap
While under article 7 of our Bylaws each share entitles the holder to one vote in decisions of shareholders meetings, the same
provisions sets forth a voting cap to the effect that no shareholder or group of shareholders sharing similar interests is entitled
to vote shares representing individual or aggregate interest in excess of 7% of our issued and outstanding shares. As a result,
if a shareholders or voting agreement regulating the exercise of voting rights were to be filed at our registered office, the
contracting shareholders would be deemed to constitute a group of shareholders sharing similar interests, and would be subject
to the voting cap discussed above.
In addition, because of this voting cap, our Bylaws provide that no shareholders or voting agreement (whether or not filed and
registered with us for enforceability) will be permitted to predefine a consistent majority by establishing voting blocs
representing aggregate voting interest in excess of 7% of our issued and outstanding shares, such as discussed above.
The chairman of a shareholders meeting is responsible for enforcing the voting caps established under our Bylaws, and must
inform shareholders of the number of eligible individual votes the shareholders and groups of shareholders will be permitted to
cast at any particular meeting. For enforcement of these rules, votes cast in excess of the voting cap will not be computed for
purposes of determining whether a quorum to resolve has been met.
Moreover, if in response to a takeover bid, and after considering the best interests of shareholders and the interests and prospects
of our subsidiaries, our board of directors were to recommend the offer be accepted, it must then call a shareholders meeting
to decide on whether our bylaws should be amended to eliminate existing voting caps, provided however the bidder should
acquire at least two-thirds of the outstanding shares (thus, not including treasury stock) for the amended Bylaws to take effect.
The exception referred to in this paragraph shall apply only when the Extraordinary General Meeting mentioned here was
convoked by initiative of the Board of Directors
Tender offer requirements
Any shareholder or group of shareholders sharing similar interests (acquirer) that acquire (incrementally or otherwise) a
30% (or higher) interest in our shares, or other rights in our shares as beneficial owners (including by means of usufruct or
a trust) in any way granting voting rights over 30% or more of our outstanding shares , must first seek consent from the
CVM, and is required (within 30 days after obtaining consent) to initiate or register a tender offer to purchase all other
outstanding shares, observing applicable legal and regulatory requirements in jurisdictions where our shares trade at the
time, listing regulations and our bylaws.
The bid price per share in a tender offer triggered by accumulation of a material interest (such as discussed in the preceding
paragraph) must at least equal the highest market price per share the acquiring shareholder or group of shareholders paid
for shares in the market within the six-month period preceding the date on which the 30% threshold was hit, as adjusted to
account for corporate actions, such as distributions of dividends or interest on shareholders equity, stock splits, reverse
splits and bonus shares, but not for actions related to corporate restructuring processes (article 70 of ou r bylaws).
This tender offer requirement will not apply where a person acquires aggregate ownership interest beyond the 30%
threshold by virtue of any of the following events: (i) a subscription of shares implemented in a single issuance authorized in
a shareholders meeting, where the issue price is determined on the basis of a fair value valuation conducted by a specialist
firm pursuant to article 63 of our bylaws; or, (ii) acquisition in a tender offer.
However, if the acquirer fails to meet the requirements and obligations set forth in our bylaws, including as to applicable
deadlines concerning (1) the start or registration of a tender offer, or (2) submitting applications to the CVM or meeting th eir
demands, our board of directors will call a shareholders meeting to decide on suspending the rights of such acquirer, at
which the shareholder or group of shareholders in question will be impeded from voting and must abstain (per article 120 of
Brazilian Corporate Law).
18.3. Exceptions to, or events of suspension of economic and policy (voting) rights under the Bylaws.
Our Bylaws contemplate certain restrictions affecting economic and policy rights, as follows:
Events excluding or restricting preemptive rights

Under article 11 of our Bylaws (article 172 of Brazilian Corporate Law), if we decide to conduct an offering for sale of new
shares or convertible debentures or warrants, or an exchange offer, we may for purposes of the offer and upon a decision of
our board exclude the preemptive rights of shareholders, or limit the period for exercise of these rights. Similar exceptions
may also occur under special tax legislation related to certain incentivized equity interests .
Members of the board of directors

Under article 22, paragraph 4, of our Bylaws, any person that holds a position in a competitor of ours, or the competitor
subsidiaries, or that has a conflict of interest with us or any of our subsidiaries is ineligible to our board, unless the
shareholders convening in a meeting decide otherwise (per article 147, paragraph 3, of Brazilian Corporate Law).
Voting restrictions
Our Bylaws contemplate the voting cap discussed above under subsection 18.2.
Additionally, article 19 of our Bylaws requires shareholders and shareholder proxies to abstain from voting on any matter in
which their interest conflicts with ours. Under article 115 of Brazilian Corporate Law, a shareholder acting upon a conflict of
interest whether to approve or disapprove any particular motion is deemed to have abused his voting rights.
Moreover, under article 18 of our Bylaws, shareholders convening in a general meeting may suspend the rights, including voting
rights, of any shareholder or group of shareholders that acts in violation of statutory or regulatory provisions or our Bylaws.
118
18.4. Information on trading volume and stock quotes (highs and lows).
Market price per common share
Highest price
Lowest price
Average price
Average daily trading value
Financial value traded
(in R$)
(in R$)
(in R$)
(in R$ thousand)
(in R$)
2011
First quarter
Second quarter
Third quarter
Fourth quarter
13.52
12.49
10.95
10.82
10.84
10.22
7.50
8.33
11.77
11.36
9.29
9.95
2012
First quarter
Second quarter
Third quarter
Fourth quarter
12.65
11.81
13.24
14.44
9.65
8.84
10.24
12.00
11.37
10.30
11.69
13.07
2013
First quarter
Second quarter
Third quarter
Fourth quarter
14.35
14.63
13.35
13.20
12.80
11.28
11.13
10.44
13.67
13.52
12.23
11.89
173,897.77
133,877.89
153,076.53
122,792.94
141,125.20
129,085.47
142,307.76
138,973.90
144,240.95
188,469.41
139,707.60
115,314.80
10,607,764,206.00
8,300,429,256.00
9,949,974,407.00
7,490,369,153.00
8,749,762,110.00
8,003,229,100.00
8,965,389,091.00
8,199,460,218.00
8,510,215,789.00
11,873,572,557.00
9,080,993,422.00
7,034,202,630.00
18.5. Other securities issued

We have issued no securities other than shares, as discussed elsewhere in this Form.
18.6. Brazilian markets where securities of the issuer have been listed to trade
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros.
18.7. Cross-border markets where securities of the issuer have been listed to trade
No securities issued by us have been listed to trade on cross-border markets.
18.8. Previous securities offerings by the issuer or other parties, including controlling shareholders,
subsidiaries and affiliates, for sale of securities of the issuer.
There have been no securities offerings implemented previously for sale of shares issued by us.
18.9. Previous equity offerings, takeover bids, tender offers for shares of another company.
We have not carried out or registered any equity offering. In addition, there has been no takeover bid for shares issued by us
and we have not initiated any tender offers for shares of any other company.
We have issued global senior notes in a cross-border offering, whose principal features are set forth in the table below. The
global notes have no legal nature of securities.
Identification of the Notes
Senior unsecured notes
Issue date
July 16, 2010
Maturity date
July 16, 2020
Number of notes
Notes in minimum denominations of US$100,000 and integral multiples of US$1,000
Principal (in US$ million)
US$612 million
Transfer restrictions
No
Convertibility
No
Redemption
Yes, an optional redemption with make-whole amount.
Events of redemption;
redemption price calculation method
The Notes are redeemable, at our option, in whole or in part, at any time and from time to
time, upon giving not less than 30 nor more than 60 days notice to the holders, at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the no tes to
be redeemed, and (ii) the sum of the present values of the remaining scheduled payments
on such notes discounted to the redemption date (excluding interest accrued to the
redemption date), on a semiannual basis (assuming a 360-day year consisting of twelve 30day months), at a rate equal to the sum of the applicable U.S. treasury rate plus 40 basis
points.
Key features of the notes
The notes are unsecured, denominated in U.S. dollars and have been issued by us abroad.
Interest calculated at the rate of 5.50% per annum will be payable semi -annually on each
January and July.
Trustee, Registrar, Transfer Agent and Paying Agent (the Trustee):
Deutsche Bank Trust Company Americas
CVM Instruction No. 461/07
As BM&FBOVESPA is a managing entity of the organized market, pursuant to CVM Instruction No. 461/07, any shareholder or
Group of Shareholders intending to acquire (i) direct or indirect participation equal or exceeding 15% of the total shares issued
119
by the Company; or (ii) other shareholders rights, including usufruct, conferring a right to vote on shares of the Company
representing more than 15% of its capital, must obtain prior authorization from CVM, as prescribed in regulations issued by
such autarchy.
19.
BUYBACK PROGRAMS; TREASURY STOCK
19.1. Implemented share buyback programs

The table below sets forth information related to our share buyback programs.
Program (or program
extension) approval date:
(1)
June 26, 2012
Number of shares in the

(a) program (by share type
and class)
Authorized buyback as a
percentage of total
(b) shares issued and
outstanding
(by type and class)
(2 )
(3 )
February 13, 2014
( 4)
December 11, 2014
60,000,000
common shares
60,000,000
common shares
100,000,000
common shares
60,000,000
common shares
3.11%
3.13%
5.40%
3.30%
July 2, 2012
to June 28, 2013
July 1, 2013
to June 30, 2014
February 14, 2014

to June 30, 2014
January 01, 2015

to December 31, 2015
R$16,615,253,000.00
R$16,851,454,000.00
R$15,997,052,000.00
R$16,211,124,000.00
(1)
(2)
(3)
(4)
20,862,700
60,000,000
17,256,000
6,786,300
R$12.61 per share

(R$263,103 thousand)
R$10,63 per share

R$10,83 per share

R$9,38 per share

(R$63,708 thousand)
34,77%
100.0%
17.26%
11.31%
(c) Repurchase period

Reserves, earnings
(d) available for allocation to
the program
Other key program
(e)
features
Actually repurchased (by
(f)
type and class)
Weighted average
(g) repurchase price
(by type and class)
Actual repurchases as a
(h) ratio of authorized
buyback
June 25, 2013
On June 26, 2012, with the aim of maximizing shareholder value through efficient capital-structure management, our
board of directors approved a share buyback program (2012-2013 Program) spanning from July 2, 2012, through June 28,
2013, which authorized the repurchase of no more than 60 million shares.
(2)
On June 25, 2013, with the aim of maximizing shareholder value through efficient capital-structure management, our
board approved a share buyback program (2013-2014 Program) spanning from July 1st, 2013 to June 30, 2014, which
authorized the repurchase of no more than 60 million shares, or 3.13% of the total number of shares issued and outstanding.
We successfully completed this buyback program on January 29, 2014.
(3)
On February 13, 2010, with the aim of maximizing shareholder value through efficient capital-structure management,
our board approved a new share buyback program (2014 Program) spanning from February 14 to December 31, 2014, which
(4)
On December 11, 2014, with the aim of maximizing shareholder value through efficient capital-structure management,
our board approved a new share buyback program (2015 Program) spanning from January 01 to December 31, 2015, which
(1)
19.2.
Treasury stock information

Treasury stock
Type of security
Common shares
2013
Number of
treasury
shares
2012
Aggregate
value
(R$ thousands)
Weighted
average
Number of treasury
repurchase
shares
price per
share
(in R$)
2011
Weighted
average
Number of treasury
repurchase
shares
price per
share
Aggregate
value
(R$ thousands)
(in R$)
Aggregate
value
(R$ thousands)
Weighted
average
repurchase
price per
share
(in R$)
48,427,505
484,620
10.01
52,008,012
521,553
10.03
64,093,102
613,903
9.58
Total repurchases for the year 43,912,700
531,215
12.10
1,732,200
16,303
9.41
57,602,500
606,888
10.54
Treasury shares reissued (sold) 5,923, 061
60,786
10.26
5,312,707
53,235
10.02
5,673,295
57,284
10.10
64,014,295
641,955
10.03
86,417,144
955,049
11.05
48,427,505
484,621
10.01
52,008,012
521,553
10.03
Balance at start of year
Treasury shares cancelled

Balance at year-end
19.3 Treasury stock at year-end

Repurchase
date
December 31, 2014
Number of
treasury shares
Weighted average
repurchase price per share
91,821,444
120
As a percentage of total
shares issued and outstanding
(in R$)
(%)
10.71
4,83%
19.4 Additional reportable information

At a meeting held on February 10, 2015, our board approved the cancellation of 85,000,00 treasury shares following
repurchases carried out within the scope of the share buyback program. There was no reduction of capital stock. As a result,
our capital stock, which amounts to two billion, five hundred and forty million, two hundred and thirty-nine thousand, five
hundred and sixty-three Brazilian reais and eighty-eight cents (R$2,540,239,563.88), is now represented by 1,815,000,000
shares of common stock. Additionally, at the extraordinary general meeting on April 13, 2015, our shareholders amended the
bylaws to reflect the present number of shares issued and outstanding.
Supplemental Information to Subsection 19.1 Share Buyback Programs

2012/2013 Program
Periods
Number of shares
Average price per share

(in R$)
Total repurchase amount

(in R$)
3,147,500
17,715,000
20,862,700
13.30
12.49
12.61
41,855,721.00
221,246,864.00
263,102,585.00
Number of shares

(in R$)

(in R$)
3,350,000
5,200,000
2,500,000
2,050,000
1,100,000
8,850,000
43,912,700
36,950,000
60,000,000
12.33
11.61
12.43
12.72
11.77
10.81
12.08
10.02
10.63
41,318,792.00
60,394,268.00
31,076,278.00
26,078,456.00
12,951,483.00
95,696,845.00
530,618,707.00
370,418,230.00
637,934,352.00
Number of shares

(in R$)

(in R$)
March 2014
April 2014
May 2014
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
Total for 2014
9,583,100
7,672,900
9,021,300
2,800,000
1,170,000
11,217,300
1,200,000
10,347,000
10.36
11.43
11.61
11.56
11.73
10.63
10.32
9.36
99,236,083
87,706,423
104,709,413
32,370,766
13,726,088
119,194,958
12,378,932
96,888,201
89,961,600
10.41
936,629,094
Sum total for 2014 Buyback Program
89,961,600
10.41
936,629,094
Number of shares

(in R$)

(in R$)
January 2015
February 2015
March 2015
April 2015
May 2015
June 2015
July 2015
Total for 2015
5,786,300
1,000,000
1,800,000
8,434,100
890,000
17,910,400
9.46
8.97
11.59
11.65
11.58
10.78
54,739,121
8,969,874
20,861,805.20
98,269,330.00
10,309,453.00
193,149,583.20
Sum total for 2015 Buyback Program
17,910,400
10.78
193,149,583.20
April 2013
June 2013
Sum total for 2012/2013 Buyback Program
2013/2014 Program
Periods
July 2013
August 2013
September 2013
October 2013
November 2013
December 2013
Total for 2013
January 2014
Sum total for 2013/2014 Buyback Program
2014 Program
Periods
2015 Program
Periods
Supplemental Information to Subsection 19.2 Treasury stock information

Until July 03,
Treasury stock
2015
2014
121
Number of
treasury
shares
Type of security
Common shares
Aggregate
value
Weighted
average
Number of treasury
repurchase
shares
price per
share
(R$ thousands)
(in R$)
Aggregate
value
(R$ thousands)
Weighted
average
repurchase
price per
share
(in R$)
91,821,444
983,274
10.71
86,417,144
955,049
11.05
Total repurchases for the year 17,910,400
193,309
10.79
89,961,600
937,600
10.42
103,750
1,094
10.54
4,557,300
49,582
10.88
Treasury shares cancelled
85,000,000
903,975
10.64
80,000,000
859,793
10,75
Balance at year-end
24,628,094
271,514
11.02
91,821,444
983,274
10.71
Balance at start of year
Treasury shares reissued (sold)
20.
SECURITIES TRADING POLICY
20.1. Securities trading policy.

a.
Date of adoption
The securities trading guidelines, standards and rules that apply to our directors, officers, fiscal council members (where it is
active) and members of technical or advisory committees established under our bylaws are stated in our Material Disclosures
and Securities Trading Policy Rulebook, which was approved at a board meeting held on May 8, 2008, and amended pursuant
to a board decision in a meeting held on December 11, 2012. The Policy Rulebook regulates confidential treatment of privileged
information and provides rules on trading in our securities by a number of persons, including so-called connected persons (see
item b below) and our Company as well.
b.
Persons bound by the policy
As stated in the Policy Rulebook, our securities trading policy applies to, and is binding on our directors, officers, consultants
and other insiders (i.e., subject persons). In addition, it bans our Company from trading in its own securities during certain
periods which the rulebook defines.
c.
Key policy features
Policy Rulebook
The policy sets guidelines and standards that subject persons to close or blackout periods during which trading is restricted.
These trading restrictions are triggered, among other things:
(i) before the public disclosure of any material act or fact with respect to us, our business, our subsidiaries and affiliates,
and their businesses;
(ii) whenever there is in the course any process to implement a merger transaction (including a merger per se, share
merger, full or partial spin-off or consolidation transaction, or transformation of corporate type, and any type of
corporate restructuring process;
(iii) applicable only to our directors and officers (and direct or indirect controlling shareholders, if any were to
emerge), whenever there is in course a procedure for purchase or sale of our shares by us or our subsidiaries or affiliates,
or an option or mandate has been granted for the same purpose.
Persons that are no longer members of our management, having left the Company before a disclosure of material
developments, are banned from trading in our securities, including derivatives based on our securities, provided the restriction
extends to the earlier of (i) expiration of a six-month period after the date on which such persons quit their positions or (ii) the
date of disclosure to the public of such material information as was known to them while in office, unless resuming trading in
our securities would adversely influence the developments being disclosed, to our detriment of that of our shareholders.
Exceptions to trading restrictions under the Policy Rulebook

The trading restrictions discussed above will not apply to subject persons making long-term investments (for at least 12
months) in our securities, as long as any such investment fulfills at least one of the following characteristics:
(i) a subscription or purchase of shares resulting from options exercised within the scope of our stock options plan, as
approved and amended from time to time by action taken at a shareholders meeting;
(ii) a purchase of shares issued by us using the proceeds of variable compensation paid by way of profit sharing; or
(iii) investments made pursuant an individual investment program.
An acceptable individual investment program is one establishing a plan for investments and divestments to be made according
to some kind of schedule as well as programmed use and source of funds, and where investments are long-term and extend for
at least 12 months. In addition, the program is required to contain provisions preventing insider trading and must be
structured so investment or divestment decisions cannot be taken after the investing subject person has become privy
to any particular privileged information, meaning an investor under any such individual investment program must not
influence any investment or divestment decisions.
d.
provisions governing blackout and close periods; compliance and enforcement processes.
Our employees are categorically banned from trading in any way, shape or form, in stocks or other securities issued by us
during the fortnight preceding the quarterly earnings release (known locally as ITR, or quarterly financial information) and the
release of our full-year financial statements (or DFP). They may also be banned from trading in other instances, which our
investor relations officer may define in his discretion.
122
Our investor relations officer is responsible for circulating internal communication notices for the purpose of indicating the initial
and final terms of any such blackout period.
Moreover, our directors, officers, fiscal council members and members of technical or advisory standing committees
(established under the bylaws) are required to notify us of their holdings in our shares as well as the holding of connected
persons (as defined in our Code of Conduct, discussed in subsection 20.2 below), and of any changes to such holdings. These
notices are required to be given to our Company (1) on the first business day after they take office, and (2) no later than five
days after any buying or selling transaction closes.
Under article 10 of our bylaws, every shareholder or group of shareholders sharing similar interests is required to give notice to
us disclosing any purchases of shares which added to previously held shares result in aggregate ownership interest in excess of
5% of our issued and outstanding shares of common stock, following which any additional purchase of share lots representing
an interest in 2.5% (or multiples thereof) of our shares must also be disclosed. Any such disclosure must include information on
the identities of buyer(s) and seller(s), the purpose of the acquisition, the number of shares and percentage interest acquired
and other information required under article 12 of CVM Ruling 358/02.
Code of Conduct
The Code of Conduct provides a set of rules that express the values that guide our ethical conduct, including as to trading in
securities issued by us (and other issuers), and to this extent it incorporates rules and standards provided in our securities
trading policy. The Code is binding on our and our subsidiaries directors and officers, fiscal council and committee members,
employees and interns, consultants and regular service providers, all of whom we call Collaborators.
The definition of connected persons further includes investment funds in which a Collaborator holds powers to influence the
investment decisions of the fund manager or administrator. Accordingly, there will be no restrictions to a Collaborator investing
in investment funds where the actual management of funds and assets is deferred to independent professional managers, such
that a Collaborator would hold no power to influence investment decisions.
Under our Code, with certain exceptions, Collaborators and connected persons are banned from trading in any way, directly or
through other persons, on either the derivatives or the equities and other securities markets operated by our Company (i.e., on
markets comprising our BM&F segment or Bovespa segment). Additionally, Collaborators and connected persons are not
permitted to join or invest in investment clubs.
Exceptions to the rule banning trading on our markets include a permission for Collaborators and connected persons to
(1) invest in shares or units of index ETFs listed on our stock exchange (Bovespa segment), as long as they hold no powers to
influence the fund administration or asset management, and provided a 90-day period spans between any buying and selling in
the funds shares or units; (2) invest in shares of open-end, non-exclusive, diversified portfolio funds, as long as they hold no
powers to influence the fund administration or portfolio management; and (3) invest in securities that trade on Bovespa
markets on the basis of an individual investment program previously approved by us. An acceptable individual investment
program for this purpose is one establishing a plan for investments and divestments to be made according to some kind of
schedule. In addition, Collaborators and connected persons are permitted to invest in government bonds and other government
debt securities traded on our Tesouro Direto (Treasury Direct) platform.
Our audit office continually monitors trading activities by our Collaborators. Where there are indications of a breach, formal
clarification is sought; the case is investigated, analyzed and referred to our Code of Conduct Committee for a decision.
If the committee finds that a breach of conduct has in fact occurred, the Collaborator in question will be subject to disciplinary
action, which may result in termination for cause and other legally prescribed penalties, in addition to other appropriate action.
21.
DISCLOSURE POLICY
21.1. Guidelines, rules and internal procedures applicable to release of financial information.
Except as discussed herein based on guidelines, rules and processes stated in our disclosure policy, there are no additional
guidelines, regulations or internal processes concerning disclosure of information by us. Our board of directors approved the
disclosure policy on the same date and jointly with our securities trading policy (see subsection 20.1 above).
21.2. Material disclosure policy; privileged information.
All our directors and officers, as well as our insiders as employees, consultants and providers with access to privileged
information, and the controlling shareholders (if any were to emerge in the future) are required to comply with the guidelines
and standard established by our material disclosures policy.
Any information on material developments related to us necessarily flows to our investor relations officer (IRO), who is
responsible for ensuring proper disclosure in accordance with our policy and article 3 of CVM Ruling 358/02.
The responsibilities of the investor relations officer include ensuring material developments taking place in the course of
business or in any way related to us and our subsidiaries are timely and accurately disclosed, using plain language which is
easily understood by the market. In addition, our investor relations officer is responsible for ensuring material disclosures are
promptly, widely and concomitantly disseminated in any markets on which our shares are listed to trade.
Our policy requires that we disclose information on material developments as soon as practicable, preferably prior to the start of
business or after the close of business on the stock exchange, provided that if our shares trade on more than one market in
different time zones, the start and end of business in the Brazilian market prefer.
123
The guidelines on manner and timing for the investor relations officer to disclose information on material developments include:
(i) Material facts occurring in the course of business or in connection with our business operations are to be disclosed
promptly after occurring;
(ii) Material disclosures are to be made concomitantly to relevant markets in Brazil and elsewhere through any number of
information channels, including press releases and professional association bulletin boards, and to investors, analysts and
selected audiences;
(iii) Disclosures of information related to material litigation contingencies are required to observe certain objective criteria;
(iv) The investor relations officer is required to assess the suitability of requesting that trading on our shares be halted in any
market they may trade for disclosure and dissemination of a particular material fact, if it is imperative for a particular
disclosure to occur during business hours;
(v) The investor relations officer is charged with ensuring prompt and widespread dissemination of information on material
developments to all relevant markets and stock exchanges where our shares may trade at the time; and
(vi) The investor relations officer is charged with providing additional clarification related to any particular disclosure of
material development, whenever so requested by the relevant regulatory entities.
Material disclosures are made to the CVM and the relevant stock exchanges as soon as practicable and concomitantly in all
relevant markets pursuant to a written document providing details on the material development being disclosed and, where
possible or available, the amounts involved and other pertinent clarification.
Notices to the market and material disclosures are published, in accordance with our Policy, through the new portal
http://www.valor.com.br/valor-ri/fatos-relevantes.
Material litigation disclosures are required to observe certain objective criteria, including the following:
Material litigation
Assessment of
prospects for a defeat
Probable defeat
Possible defeat
Remote defeat
Below 1 RV *
--
--
--
Between 1 RV and 3 RV
Material Fact
Notice to the Market
--
Above 3 RV
Material Fact
Notice to the Market
Release Notice of Material Fact
( )
( )
* RV is an acronym for Reference Value, which our bylaws define as an unit amount in the equivalent of 1% of the book value of
shareholders equity, as determined in the most recent full-year balance sheet statement.
In addition, any person with access to privileged information (an insider) is required to refrain from acting on such
knowledge in any way, directly or indirectly for his own or a third partys benefit, which includes any type of insider tradi ng.
These persons are also required to ensure persons working under him or her and persons of trust also refrain from acting on
any information to which they have access due to their position, and are held jointly liable for any insider trading or
unauthorized disclosure by the latter. Moreover, any person bound under our disclosure policy is required to sign an
instrument of adherence to the policy.
Under our disclosure policy and pursuant to the main provision of article 6 of CVM Ruling 358/02, our board may decide to halt
prompt disclosure in exceptional instances where disclosing privileged information on a particular material development could
jeopardize our legitimate interests.
21.3. Directors and officers responsible for implementing, enforcing, assessing, monitoring compliance with
the disclosure policy.
Under our disclosure policy, the investor relations officer is responsible for implementing, enforcing, assessing and monitoring
compliance with the policy.
Under article 10 of our bylaws, every shareholder or group of shareholders sharing similar interests are required to give notice
to us disclosing any shares purchases (incremental or otherwise) which ultimately result in aggregate ownership interest in
excess of 5% of our issued and outstanding shares of common stock. Thereafter, any purchase of additional share lots
representing an interest in 2.5% (or multiples thereof) of our shares must also be disclosed. Any such disclosure must include
information on the identities of buyer(s) and seller(s), the purpose of the acquisition, the number of shares and percentage
interest acquired and other information required under article 12 of CVM Ruling 358/02.
22.
22.1.
EXTRAORDINARY TRANSACTIONS
Acquisition or disposition of material assets transacted outside the normal course of business.
In July 2010, following completion of a US$612 million bond offering whereby we sold global senior notes abroad, we used the
offering proceeds to purchase an additional 3.2% interest in CME shares, thereby raising from 1.8% to 5% our total ownership
interest in shares of the CME Group.
As result of our acquisition of additional shares in the CME Group, beginning from July 2010, we now account for this
investment under the equity method of accounting and recognize gains and losses from this investment in associate through
profit or loss (in the statement of income).
22.2.
Significant changes in the way business is conducted.

124
There have been no significant changes in the way we do business.

22.3.
Material contracts and agreements not directly related to the business activities.
There have been no material contracts or agreement not directly related to our business activities.
22.4.
There is no additional material information to be provided at this time under this section.
125

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BM&FBOVESPA S.A.

Bolsa de Valores, Mercadorias e Futuros

The Brazilian Securities, Commodities and Futures Exchange

Version 13 July 06, 2015.

PERSONS RESPONSIBLE FOR THE REFERENCE FORM ........................................ 3

INDEPENDENT AUDITORS ................................................................................... 3

SELECTED FINANCIAL AND OPERATING INFORMATION .................................... 3

RISK FACTORS ..................................................................................................... 7

MARKET RISKS ................................................................................................... 27

COMPANY HISTORY ........................................................................................... 29

MATERIAL ASSETS ............................................................................................. 48

10. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

SHAREHOLDERS MEETING; MANAGEMENT ...................................................... 75

MANAGEMENT COMPENSATION ........................................................................ 90

HUMAN RESOURCES ........................................................................................110

CONTROLLING OWNERSHIP ............................................................................112

RELATED PARTY TRANSACTIONS ....................................................................113

SECURITIES INFORMATION ............................................................................117

BUYBACK PROGRAMS; TREASURY STOCK .......................................................120

SECURITIES TRADING POLICY ........................................................................122

DISCLOSURE POLICY .......................................................................................123

EXTRAORDINARY TRANSACTIONS ..................................................................124

1. PERSONS RESPONSIBLE FOR THE REFERENCE FORM

Statements and identification of the persons responsible for this form.

The above identified executive officers hereby represent to:

Information regarding the independent auditors

Postal Code (CEP) 04543-900

3. SELECTED FINANCIAL AND OPERATING INFORMATION

Consolidated financial statements

(in number of shares)

(in number of shares)

(in number of shares)

Shareholders equity per share .

(in Brazilian reais)

(in Brazilian reais)

Earnings per share ..

(in Brazilian reais)

Non-GAAP financial measures

Dividend and cash distributions policy

Years ended December 31, 2013, 2012 and 2011

Years ended December 31, 2013, 2012 and 2011

Summary of distributions of net income and retained earnings.

(in R$ thousands, unless otherwise indicated)

Adjusted net income (for distribution purposes)

Distributions by kind and class of shares

See the table below

See the table below

See the table below

Distribution payment dates

See the table below

See the table below

See the table below

ASM - March 27,

Rate of return on shareholders equity ROE (%)

ASM - March 24, 2014

Interest on shareholders equity

March 10, 2011

Interest on shareholders equity

July 05, 2011